NUVEEN UNIT TRUSTS SERIES 61, S-6, 1999-07-30

NUVEEN UNIT TRUSTS SERIES 61
S-6, 1999-07-30

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<PAGE>

1940 Act File No. 811-08103

Securities and Exchange Commission
Washington, D.C. 20549

Form S-6

For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form N-8B-2

A. Exact name of Trust: Nuveen Unit Trusts, Series 61

B. Name of Depositor: John Nuveen & Co. Incorporated

C. Complete address of Depositor's principal executive offices:

333 West Wacker Drive
Chicago, Illinois 60606

D. Name and complete address of agents for service:

John Nuveen & Co. Incorporated
Attention: Alan G. Berkshire
333 West Wacker Drive
Chicago, Illinois 60606

Chapman and Cutler
Attention: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603

It is proposed that this filing will become effective (check appropriate box)

- ----
: : immediately upon filing pursuant to paragraph (b)
- ----
: : on (date) pursuant to paragraph (b)
- ----
: : 60 days after filing pursuant to paragraph (a)
- ----
: : on (date) pursuant to paragraph (a) of rule 485 or 486
- ----
- ----
: : This post-effective amendment designates a new effective date for a
- ---- previously filed post-effective amendment.

E. Title of securities being registered: Units of fractional undivided
beneficial interest.

F. Approximate date of proposed public offering: August 18, 1999

- ----
: : Check box if it is proposed that this filing will become effective on
- ---- (date) at (time) pursuant to Rule 487.

The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
- --------------------------------------------------------------------------------

<PAGE>

Preliminary Prospectus

Dated July 30, 1999
Subject to Completion

[NUVEEN LOGO]
Defined Portfolios

Nuveen Unit Trusts, Series 61
Nuveen-Dow Jones Global Titans IndexSM Portfolio, August 1999
Nuveen-Dow Jones Internet IndexSM Portfolio, August 1999

Prospectus Part A dated August , 1999

.Indexing Strategies
.Seek Capital Appreciation
.Reinvestment Option
.Letter of Intent Available

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the Secu-
rities and Exchange Commission is effective. This prospectus is not an offer to
sell these securities and is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.

--
XDQ-08-99-P 1
<PAGE>

CUSIP Nos:
Nuveen-Dow Jones Global Titans IndexSM Portfolio, August 1999
Dividend in cash
Nuveen-Dow Jones Internet IndexSM Portfolio, August 1999 Reinvested

Overview

Nuveen Unit Trusts, Series 61 in-
cludes the unit investment trusts
listed above. The Portfolios seek to
provide capital appreciation by in-
vesting in the common stocks in-
cluded in the respective indices.

The securities held by the Portfo-
lios will be periodically adjusted
to generally reflect the current se-
lections and weightings of the indi-
ces. The Portfolios are scheduled to
terminate in approximately four
years.
Contents

2Overview
Nuveen--Dow Jones Global Titans
3IndexSM Portfolio, August 1999
3Risk/Return Summary
3Investment Objective
3Investment Strategy
3Security Selection
3Dow Jones Global Titans Index
3Industry Diversification
3Primary Risks
4Investor Suitability
4Fees and Expenses
6Schedule of Investments
7Nuveen--Dow Jones Internet
IndexSM Portfolio, August 1999
7Risk/Return Summary
7Investment Objective
7Investment Strategy
7Security Selection
7The Dow Jones Internet Index
8Industry Diversification
8Primary Risks
8Investor Suitability
8Fees and Expenses
10Schedule of Investments
11How to Buy and Sell Units
11Investing in the Portfolio
11Sales or Redemptions
11Risk Factors
12Distributions
12Income Distributions
12Capital Distributions
12General Information
12Termination
13The Sponsor
13Dealer Concessions
13Optional Features
13Letter of Intent
13Reinvestment
13Nuveen Mutual Funds
14
Notes to Portfolios
15
Statement of Condition
16
Report of Independent Public
Accountants

For the Table of Contents of Part
B, see Part B of the Prospectus.
- ---------

NOT FDIC INSURED
MAY LOSE VALUE
NO BANK GUARANTEE

"Dow Jones Industrial AverageSM", The Dow 5SM, The Dow 10SM, "DJIASM" Dow
Global Titans IndexSM, DJInetSM, and Dow Jones Internet IndexSM are service
marks of Dow Jones & Company, Inc. ("Dow Jones") and have been licensed for use
for certain purposes by John Nuveen & Co. Incorporated ("Nuveen" or the "Spon-
sor") on behalf of the Portfolios. The Portfolios are not endorsed, sold or
promoted by Dow Jones, and Dow Jones makes no representation regarding the ad-
visability of investing in the Portfolios.

---
2
<PAGE>

Nuveen--Dow Jones Global Titans IndexSM Portfolio, August 1999

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the securities included in the Dow Jones Global Ti-
tans Index. The securities held by the Portfolio will be periodically adjusted
to generally reflect the current selections and weightings of the Dow Jones
Global Titans Index.

Security Selection

We select the securities for the Portfolio in the following manner:

. On the Initial Date of Deposit, the Portfolio consists of at least 30 shares
of each of the stocks included in the Dow Jones Global Titans Index.

. During an initial adjustment period that will not exceed 30 days, the Port-
folio will be modified to duplicate, to the extent practicable, the stocks
contained in the index and their weightings.

. Following the initial adjustment period, it is expected that:

- --The Portfolio will continue to be invested in at least 95% of the stocks in
the index; and

--The Sponsor will attempt to maintain a correlation between the Portfolio's
holdings and the index of .97 to .99 over the term of the Portfolio. Howev-
er, the performance of the Portfolio may not mirror the performance of the
index.

. Adjustments to the Portfolio's holdings will be made on an ongoing basis
when:

--The Portfolio invests in new securities to create new Units;

--Issues are removed from or added to the index;

--Securities are sold to meet redemptions, to pay sales charges and ex-
penses, or for tax reasons; or

--It is necessary to maintain the correlation between the Portfolio and the
index.

See "Composition of Trusts," "The Portfolio," and "Investment Supervision" in
Part B of the Prospectus for details.

Dow Jones Global Titans Index

The Dow Jones Global Titans Index is composed of 50 of some of the world's most
well known and well established blue-chip companies, and provides considerable
exposure to global markets.

The major characteristics and key benefits of the companies included in the Dow
Jones Global Titans Index can be summarized into the following points:

.Market leadership;

.Multinational exposure;

.Global diversification;

.High liquidity;

.Low turnover;

.Sufficient market coverage;

.Competitive performance;

.Systematic procedures; and

.Other independent characteristics.

See "The Dow Jones Global Titans Index Portfolio" in Part B of the Prospectus
for additional information regarding the index.

Industry Diversification

Based upon the principal business of each issuer and current market values, the
index represents the following industries:

<TABLE>
<CAPTION>
Approximate
Industry Portfolio Percentage
- -------- --------------------
<S> <C>
Software %
Computers %
Telecommunications %
Semiconductors %
Retail %
Media %
Biotechnology %
Electronics %
Commercial Services %
Other %
-------
Total 100.00%
</TABLE>

Primary Risks

You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:

. Stock prices can be volatile.

---
3
<PAGE>

. Share prices or dividend rates on the stocks may decline during the life of
the Portfolio.

. The Portfolio is not actively managed and may continue to purchase or hold a
stock included in the index even though the stock's outlook or its market
value or yield may have changed.

. The Portfolio will contain stocks of foreign companies. Foreign companies
may be affected by adverse political, diplomatic and economic developments;
changes in foreign currency exchange rates; taxes; less publicly available
information; and other factors.

. The performance of the Portfolio may not sufficiently correspond with the
performance of the index. This is due to a variety of factors that include:

--the impracticability of owning each of the securities in the index with
the exact weightings at any given time;

--the possibility of tracking errors;

--the time that elapses between a change in the index and a change in the
Portfolio; and

--sales charges and expenses.

Investor Suitability

The Portfolio may be suitable for you if:

. You are seeking to own the components of the Dow Jones Global Titans Index
in one convenient package; and

. You want capital appreciation potential; and

. The Portfolio represents only a portion of your overall investment portfo-
lio.

The Portfolio is not appropriate for you if:

. You are unwilling to take the risks involved with owning an unmanaged index-
based equity investment;

. You are seeking preservation of capital or high current income; or

. You do not have a long-term investment horizon.

Fees and Expenses

This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.

Estimated Annual Operating Expenses

<TABLE>
<CAPTION>
Amount per
$1,000
Invested
(as of
Initial Date
Amount per Unit of Deposit)
--------------- ------------
<S> <C> <C>
Trustee's Fee...................................... $0.0095 $0.95
Sponsor's Supervisory Fee.......................... $0.0035 $0.35
Bookkeeping and Administrative Fees................ $0.0025 $0.25
Evaluator's Fees................................... $0.0030 $0.30
Other Operating Expenses(1)........................ $0.0055 $0.55
------- ------
Total.............................................. $0.0240 $2.40
Maximum Organization Costs(2)...................... $0.0220 $2.20
Investor Fees
Maximum Sales Charge............................... $ 0.395 $39.50
</TABLE>
- ---------
(1) Other Operating Expenses include annual licensing fees paid to cover a li-
cense to use service marks, trademarks and trade names of Dow Jones.

(2) Organization costs are deducted from Portfolio assets at the earlier of
close of the initial offering period or 6 months after Initial Date of De-
posit.

The entire sales charge is deferred and deducted monthly in installments of
$0.079 per Unit from , 1999 through , 2000. However, for
Units purchased after the beginning of the deferred sales charge period you
will pay an up-front sales charge equal to the deferred sales charges already
collected. The maximum sales charge will not exceed 4.9% of the Public Offer-
ing Price of the Units.

The maximum per Unit sales charges are reduced as follows:

<TABLE>
<CAPTION>
Your maximum
If you buy the following number of Units:* sales charge will be:
- ---------------------------------------------------------- ---------------------
<S> <C>
Less than 5,000........................................... $0.395
5,000 to 9,999............................................ $0.375
10,000 to 24,999.......................................... $0.345
25,000 to 49,999.......................................... $0.295
50,000 to 99,999.......................................... $0.245
100,000 or more........................................... $0.150
</TABLE>

* Sales charge reductions are computed both on a dollar basis and on the ba-
sis of the number of Units purchased, using the equivalent of 5,000 Units
to $50,000, 10,000 Units to $100,000 etc., and will be applied on that ba-
sis which is more favorable to you.

As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges.

---
4

<PAGE>

Example

This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.

The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:

<TABLE>
<CAPTION>
Life of
1 Year 3 Years Portfolio
------ ------- ---------
<S> <C> <C>
$441 $489 $513
</TABLE>

See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.

---
5
<PAGE>

- --------------------------------------------------------------------------------
Schedule of Investments
(at the Initial Date of Deposit, August , 1999)

Preliminary Portfolio
Nuveen--Dow Jones Global Titans IndexSM Portfolio, August 1999
Subject to Change

<TABLE>
<CAPTION>
Market Cost of
Number of Ticker Percentage of Value per Securities to
Shares Name of Issuer of Securities Symbol Index(3) Share Trust
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AT&T Corporation % $ $
AXA
Allianz AG
American International Group
BP Amoco Plc
Bank of America Corporation
Bank of Tokyo-Mitsubishi, Ltd.
Bell Atlantic Corporation
BellSouth Corporation
The Boeing Company
British Telecommunications Plc
The Chase Manhattan Corporation
Chevron Corporation
Citigroup Inc.
The Coca-Cola Company
Credit Suisse Group
DaimlerChrysler AG
Deutsche Telekom AG
The Walt Disney Company
El du Pont de Nemours and Company
ENI SpA
Exxon Corporation
Ford Motor Company
France Telecom S.A.
General Electric Company
General Motors Corporation
HSBC Holdings Plc
Hewlett-Packard Company
ING Groep N.V.
Intel Corporation
International Business Machines Corporation
Johnson & Johnson
Lloyds TSB Group Plc
MCI WorldCom, Inc.
Merck & Co., Inc.
Microsoft Corporation
Mobil Corporation
Morgan Stanley Dean Witter & Co.
Nestle S.A.
Novartis AG
Philip Morris Companies Inc.
Procter & Gamble Company
Roche Holdings AG
Royal Dutch Petroleum Company
SBC Communications Inc
Siemens AG
Toyota Motor Corporation
UBS AG
Unilever NV
Wal-Mart Stores, Inc.
</TABLE>

---
6
<PAGE>

Nuveen--Dow Jones Internet IndexSM Portfolio, August 1999

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the securities included in the Dow Jones Internet In-
dex. The securities held by the Portfolio will be periodically adjusted to gen-
erally reflect the current selections and weightings of the Dow Jones Internet
Index.

Security Selection

We select the securities for the Portfolio in the following manner:

. On the Initial Date of Deposit, the Portfolio consists of at least 30 shares
of each of the stocks included in the Dow Jones Internet Index.

. During an initial adjustment period that will not exceed 30 days, the Port-
folio will be modified to duplicate, to the extent practicable, the stocks
contained in the index and their weightings.

. Following the initial adjustment period, it is expected that:

- --The Portfolio will continue to be invested in at least 95% of the stocks in
the index; and

. Adjustments to the Portfolio's holdings will be made on an ongoing basis
when:

--The Portfolio invests in new securities to create new Units;

--Issues are removed from or added to the index;

--Securities are sold to meet redemptions, to pay sales charges and ex-
penses, or for tax reasons; or

--It is necessary to maintain the correlation between the Portfolio and the
index.

See "Composition of Trusts," "The Portfolio," and "Investment Supervision" in
Part B of the Prospectus for details.

The Dow Jones Internet Index

The Dow Jones Internet Index is an equity benchmark index of companies that
generate the majority of their revenues from the Internet.

The Dow Jones Internet Index is comprised of two sub-groups, Internet Commerce
and Internet Services, reflecting the basic distinction between the types of
companies that are dependent on Internet business for their livelihoods.

. Internet Commerce: This group represents companies that derive the majority
of their revenues from providing goods and/or services through an open net-
work, such as a World Wide Web site.

. Internet Services: This group represents companies that derive the majority
of their revenues from providing access to the Internet or providing en-
abling services to people using the Internet.

The index currently consists of 40 companies. However, Dow Jones expects it
will be necessary to expand the index to meet the goal of representing 80% of
the Internet equity universe.

See "The Dow Jones Internet Index Portfolio" in Part B of the Prospectus for
additional information regarding the index.

---
7
<PAGE>

Industry Diversification

Based upon the principal business of each issuer and current market values,
the index represents the following industries:

Primary Risks

You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:

. Stock prices can be volatile.

. Share prices or dividend rates on the stocks may decline during the life of
the Portfolio.

. The Portfolio is not actively managed and may continue to purchase or hold a
stock included in the index even though the stock's outlook or its market
value or yield may have changed.

. The Portfolio is concentrated in the software and technology industries. Ad-
verse developments in these industries may affect the value of your Units.
Companies involved in the software and technology industries must contend
with rapid changes in technology, intense competition and the rapid obsoles-
cence of products and services.

. The Portfolio may contain stocks of foreign companies. Foreign companies may
be affected by adverse political, diplomatic and economic developments;
changes in foreign currency exchange rates; taxes; less publicly available
information; and other factors.

. The performance of the Portfolio may not sufficiently correspond with the
performance of the index. This is due to a variety of factors that include:

--the impracticability of owning each of the securities in the index with
the exact weightings at any given time;

--the possibility of tracking errors;

--the time that elapses between a change in the index and a change in the
Portfolio; and

--sales charges and expenses.

Investor Suitability

The Portfolio may be suitable for you if:

. You are seeking to own the components of the Dow Jones Internet Index in one
convenient package;

. You want capital appreciation potential; and

. The Portfolio represents only a portion of your overall investment portfo-
lio.

The Portfolio is not appropriate for you if:

. You are unwilling to take the risks involved with owning an unmanaged index-
based equity investment;

. You are seeking preservation of capital or high current income; or

. You do not have a long-term investment horizon.

Fees and Expenses

This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.

Estimated Annual Operating Expenses

---
8
<PAGE>

(2) Organization costs are deducted from Portfolio assets at the earlier of
close of the initial offering period or 6 months after Initial Date of De-
posit.

The entire sales charge is deferred and deducted monthly in installments of
$0.079 per Unit from , through , . However, for
Units purchased after the beginning of the deferred sales charge period you
will pay an up-front sales charge equal to the deferred sales charges already
collected. The maximum sales charge will not exceed 4.9% of the Public Offering
Price of the Units.

The maximum per Unit sales charges are reduced as follows:

* Sales charge reductions are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to you.

As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges.

Example

This example may help you compare the cost of investing in the Portfolio to the
cost of investing in other funds.

<TABLE>
<CAPTION>
Life of
1 Year 3 Years Portfolio
------ ------- ---------
<S> <C> <C>
$441 $489 $513
</TABLE>

See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.

---
9
<PAGE>

- --------------------------------------------------------------------------------
Schedule of Investments
(at the Initial Date of Deposit, August , 1999)

Preliminary Portfolio
Nuveen--Dow Jones Internet IndexSM Portfolio, August 1999
Subject to Change

<TABLE>
<CAPTION>
Market Cost of
Number of Ticker Percentage of Value per Securities to
Shares Name of Issuer of Securities Symbol Index(3) Share Portfolio
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Commerce Index % $ $
Egghead.com Inc.
Lycos Inc.
Yahoo!
Infoseek Corporation
E*Group Inc.
Amazon.com Inc.
Net.B@nk Inc.
Beyond.com Corporation
Go2Net Inc.
Cyberian Outpost Inc.
Ebay Inc.
Ticketmaster Online Citysearch Inc.
Healtheon Corp.
Ameritrade Holding Corp.
Internet Service Index
CMGI Inc.
PSINet Inc.
CheckFree Holding Corp.
Sterling Commerce Inc.
Mindspring Enterprise Inc.
IDT Corp.
AXENT Technologies
Open Market Inc.
Broadvision Inc.
Check Point Software Technologies Ltd.
CNET Inc.
America Online Inc.
Earthlink Network Inc.
Excite@Home Corp.
Network Solutions Inc.Usweb Corp.
Verisign Inc.
Doubleclick Inc.
Exodus Communications Inc.
Verio Inc.
Inktomi Corp.
Infospace.com Inc.
Abovenet Communications Inc.
</TABLE>

---
10
<PAGE>

How to Buy and Sell Units

Investing in the Portfolio

The minimum investment is normally $1,000 or 100 Units, whichever is less. How-
ever, for IRA purchases the minimum investment is $500 or the nearest whole
number of Units whose value is less than $500.

You can buy Units from any participating dealer.

As of August , 1999, the Initial Date of Deposit, the per Unit Public Offer-
ing Price for each Portfolio is $10.00. As described above, Units are subject
to deferred sales charges and in some cases, an up-front sales charge. The Pub-
lic Offering Price includes the up-front sales charge and estimated organiza-
tion cost of $ per Unit. The Public Offering Price changes every day with
changes in the price of the securities. As of the close of business on Septem-
ber , 1999, the number of Units of each Portfolio may be adjusted so that the
per Unit Public Offering Price will equal $10.00.

Wrap Accounts and certain investors described in Part B of the Prospectus, may
buy Units with a reduced sales charge of $ per Unit.

Each Portfolio's securities are valued by the Evaluator, the Chase Manhattan
Bank, generally on the basis of their closing sales prices on the applicable
national or foreign securities exchange or The Nasdaq Stock Market, Inc. every
business day.

The Sponsor intends to periodically create additional Units of the Portfolios.
See "Nuveen Defined Portfolios" and "Composition of Trusts" in Part B of the
Prospectus for more details.

For secondary market sales, the Public Offering Price is based on the aggregate
underlying value of the securities in a Portfolio plus or minus cash, if any,
in the Income and Capital Accounts, plus a sales charge of 4.9% of the Public
Offering Price divided by the number of outstanding Units. Secondary market
purchasers will be subject to an upfront sales charge that is equal to the dif-
ference between 4.9% and the remaining deferred sales charges. If a Portfolio
has any remaining deferred sales charges, you will also pay those charges.

See "Public Offering Price" and "Market for Units" in Part B of the Prospectus
for additional information.

Sales or Redemptions

Units may be redeemed by the Trustee, The Chase Manhattan Bank, on any business
day at their current market value.

Although not obligated to do so, the Sponsor, John Nuveen & Co. Incorporated,
may maintain a market for Units and offer to repurchase the Units at prices
based on their current market value. If a secondary market is not maintained, a
Unitholder may still redeem Units through the Trustee.

During the period ending with the earlier of six months after the Initial Date
of Deposit or the end of the initial offering period, the price at which the
Trustee will redeem Units and the price at which the Sponsor may repurchase
Units include estimated organization costs. After such period, the amount paid
will not include such estimated organization costs.

Any applicable deferred sales charges remaining on Units at the time of their
sale or redemption will be collected at that time.

See "Redemption" and "Market for Units" in Part B of the Prospectus for de-
tails.

Risk Factors

You can lose money by investing in a Portfolio. Recently, equity markets have
experienced significant volatility. Your investment is at risk primarily be-
cause of:

. Market risk

Market risk is the risk that a particular stock in a Portfolio, a Portfolio
itself or stocks in general may fall in value. Market value may be affected
by a variety of factors including:

--General stock market movements;

--Changes in the financial condition of an issuer or an industry;

--Changes in perceptions about an issuer or an industry;

--Interest rates and inflation;

--Governmental policies and litigation; and

--Purchases and sales of securities by a Portfolio.

. Inflation risk

Inflation risk is the risk that the value of assets or income from invest-
ments will be less in the future as inflation decreases the value of money.

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11
<PAGE>

. Correlation risk

The performance of a Portfolio may not sufficiently correspond to the per-
formance of the index due to a variety of factors that include:

--The impracticability of owning each of the securities in the index with
the exact weighting at a given time;

--The possibility of tracking errors;

--The time that elapses between a change in the index and a change in a
Portfolio; and

--Sales charges and expenses.

.Concentration risk

When stocks in a particular industry make up 25% or more of a Portfolio, it
is said to be "concentrated" in that industry, which makes the Portfolio
less diversified and subject to more market risk. Each Portfolio is concen-
trated in the securities of software and technology companies.

Here is what you should know about the Dow Jones Internet Index Portfolio's
concentration in stocks of the software and technology industries:

--Companies involved in those industries must contend with:

rapid changes in technology;

worldwide competition;

rapid obsolescence of products and services;

cyclical market patterns;

evolving industry standards; and

frequent new product introductions.

--An unexpected change in one or more of the technologies affecting an is-
suer's products or in the market for products based on a particular tech-
nology could have an adverse effect on an issuer's operating results.

--Operating results and customer relationships could be adversely affected
by:

an increase in price for, or an interruption or reduction in supply of,
any key components; and

the failure of the issuer to comply with rigorous industry standards.

.Foreign risks

Certain of the securities included in the Portfolios may be stocks and/or
American Depositary Receipts ("ADRs") of foreign companies. ADRs are denomi-
nated in U.S. dollars and are typically issued by a U.S. bank or trust com-
pany. An ADR evidences ownership of an underlying foreign security. Foreign
securities present risks beyond securities of U.S. issuers. Foreign compa-
nies may be affected by:

--adverse political, diplomatic and economic developments;

--changes in foreign currency exchange rates; and

--taxes and less publicly available information.

. Litigation

Microsoft Corporation is currently engaged in litigation with Sun
Microsystems, Inc., the U.S. Department of Justice, several state Attorneys
General and Caldera, Inc. The complaints against Microsoft include copyright
infringement, unfair competition, and antitrust violations. The claims seek
injunctive relief and monetary damages. As of , Microsoft's manage-
ment asserted that resolving these matters will not have a material adverse
impact on its financial position or its results of operation.

Distributions

Income Distributions

Cash dividends received by a Portfolio, net of expenses, will be paid each
June 30 and December 31 ("Income Distribution Dates"), beginning December 31,
1999, to Unitholders of record each June 15 and December 15 ("Income Record
Dates"), respectively.

Capital Distributions

Distributions of funds in the Capital Account, net of expenses, will be made
annually each December 31 ("Capital Distribution Date") to Unitholders of rec-
ord each December 15 ("Capital Record Date"). In certain circumstances, addi-
tional distributions may be made.

See "Distributions To Unitholders" in Part B of the Prospectus for more de-
tails.

General Information

Termination

Commencing on , the Mandatory Termination Date, the securities in
each Port-

---
12
<PAGE>

folio will begin to be sold as prescribed by the Sponsor. The Trustee will
provide written notice of the termination to Unitholders which will specify
when certificates may be surrendered.

Unitholders will receive a cash distribution within a reasonable time after
each Portfolio's termination. See "Distributions to Unitholders" and "Other
Information--Termination of Indenture" in Part B of the Prospectus for more
details.

The Sponsor

Since our founding in 1898, John Nuveen & Co. Incorporated has been synonymous
with investments that withstand the test of time. Today, we offer a range of
equity and fixed-income unit trusts designed to suit the unique circumstances
and financial planning needs of mature investors. Nuveen, a leader in tax-ef-
ficient investing, believes that a carefully selected portfolio can play an
important role in building and sustaining the wealth of a lifetime. More than
1.3 million investors have trusted Nuveen to help them maintain the lifestyle
they currently enjoy.

The prospectus describes in detail the investment objectives, policies and
risks of the Portfolios. We invite you to discuss the contents with your fi-
nancial adviser, or you may call us at 800-257-8787 for additional informa-
tion.

Dealer Concessions

The Sponsor plans to allow a concession of $0.30 for non-breakpoint purchases
of Units to dealer firms in connection with the sale of Units in a given
transaction. But, in no event will the concession exceed 3.72% of the Public
Offering Price.

The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold to Wrap Ac-
counts and other investors entitled to the sales charge reduction applicable
for Wrap Accounts, as follows:

- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
$ Concession
Number of Units* per Unit
- ---------------- ------------
<S> <C>
Less than 5,000.................................................... $0.30
5,000 to 9,999..................................................... $0.28
10,000 to 24,999................................................... $0.25
25,000 to 49,999................................................... $0.20
50,000 to 99,999................................................... $0.15
100,000 or more.................................................... $0.08
Wrap Accounts...................................................... 0.00
</TABLE>
*Sales charge reductions are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to the purchaser and may result in a reduction in the
discount per Unit.

For secondary market sales the Sponsor plans to allow a concession of 3.0% of
the Public Offering Price to dealer firms.

See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concessions and volume incentives.

Optional Features

Letter of Intent (LOI)

Investors may use a Letter of Intent to get reduced sales charges on purchases
made over a 13-month period (and to take advantage of dollar cost averaging).
The minimum LOI investment is $50,000. See "Public Offering Price" in Part B
of the Prospectus for details.

Reinvestment

Distributions from a Portfolio can be invested with no sales charge into
Nuveen mutual or money market funds. Also, income and certain capital distri-
butions from a Portfolio can be reinvested at a reduced sales charge into ad-
ditional Units of the Portfolio. See "Distributions to Unitholders" and "Accu-
mulation Plan" in Part B of the Prospectus for details.

Nuveen Mutual Funds

Unit purchases may be applied toward breakpoint pricing discounts for Nuveen
Mutual Funds. For more information about Nuveen investment products, obtain a
prospectus from your financial adviser.

---
13
<PAGE>

Notes to Portfolios

(1) All securities are represented by regular way contracts to purchase such
securities for the performance of which an irrevocable letter of credit
has been deposited with the Trustee. The contracts to purchase the securi-
ties were entered into by the Sponsor on August , 1999.

(2) The cost of the securities to the Portfolio represents the aggregate un-
derlying value with respect to the securities acquired (generally deter-
mined by the closing sale prices of the listed securities on the business
day preceding the Initial Date of Deposit). The valuation of the securi-
ties has been determined by the Trustee. As of the Initial Date of Depos-
it, other information regarding the securities is as follows:

<TABLE>
<CAPTION>
Value of Cost to Gain
Securities Sponsor (loss)
---------- -------- ------
<S> <C> <C> <C>
Dow Jones Global Titans Index Portfolio $ $ $
Dow Jones Internet Index Portfolio
</TABLE>

(3) The percentages listed represent each security's proportionate relation-
ship of all index stocks based on market value as of August , 1999. Be-
cause the stocks included in the index and the value of such stocks may
change from time to time, and because the Portfolio may not be able to du-
plicate the index exactly, the percentages set forth do not represent the
actual weighting of each security listed in the Schedule of Investments on
the Initial Date of Deposit or on any subsequent date.

Please note that if this prospectus is used as a preliminary prospectus for
future Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.

- -------------------------------------------------------------------------------

---
14
<PAGE>

Statement of Condition
(at the Initial Date of Deposit, August , 1999)

<TABLE>
<CAPTION>
Dow
Global Dow
Titans Internet
Index Index
Portfolio Portfolio
--------- ---------
<S> <C> <C>
Trust Property
Investment in securities represented by purchase con-
tracts(1)(2)............................................. $ $
======== ========
Liabilities and Interest of Unitholders
Liabilities:
Deferred sales charge(3)................................ $ $
Reimbursement of Sponsor for organization costs(4)...... $ $
-------- --------
Total................................................ $ $
======== ========
Interest of Unitholders:
Units of fractional undivided interest outstanding
Cost to investors(5).................................... $ $
Less: Gross underwriting commission(6)................. $ $
Less: Organization costs(4)............................ $ $
-------- --------
Net amount applicable to investors...................... $ $
-------- --------
Total................................................ $ $
======== ========
</TABLE>
- ---------

(1) Aggregate cost of securities listed under "Schedule of Investments" is
based on their aggregate underlying value.

(2) An irrevocable letter of credit has been deposited with the Trustee as
collateral, which is sufficient to cover the monies necessary for the pur-
chase of the securities pursuant to contracts for the purchase of such se-
curities.

(3) Represents the amount of mandatory distributions from a Portfolio ($0.395
per Unit), payable to the Sponsor in five equal monthly installments of
$0.079 per Unit beginning on , and on the last business
day of each month thereafter through .

(4) A portion of the Public Offering Price consists of an amount sufficient to
reimburse the Sponsor for all or a portion of the costs of establishing
the Portfolio. These costs have been estimated at $ per Unit for the
Portfolio. A payment will be made as of the earlier of six months after
the Initial Date of Deposit or the end of the initial offering period to
an account maintained by the Trustee from which the obligations of the in-
vestors to the Sponsor will be satisfied. To the extent that actual organ-
ization costs are greater than the estimated amount, only the estimated
organization costs added to the Public Offering Price will be reimbursed
to the Sponsor and deducted from the assets of the Portfolio.

(5) Aggregate Public Offering Price computed as set forth under "PUBLIC OFFER-
ING PRICE" in Part B of this Prospectus.

(6) The gross underwriting commission of $0.395 per Unit has been calculated
on the assumption that the Units sold are not subject to a reduction of
sales charges. In single transactions involving 5,000 Units or more, the
sales charge is reduced. (See "PUBLIC OFFERING PRICE" in Part B of this
Prospectus.)

---
15
<PAGE>

Report of Independent Public Accountants

To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders of
Nuveen Unit Trusts, Series 61:

We have audited the accompanying statement of condition and the schedule of
investments at date of deposit (included in Part A of this Prospectus) of
Nuveen Unit Trusts, Series 61 as of August , 1999. These financial state-
ments are the responsibility of the Sponsor. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of mate-
rial misstatement. An audit includes examining, on a test basis, evidence sup-
porting the amounts and disclosures in the financial statements. Our proce-
dures included confirmation of the irrevocable letter of credit arrangement
for the purchase of securities, described in Note (2) to the statement of con-
dition, by correspondence with the Trustee. An audit also includes assessing
the accounting principles used and significant estimates made by the Sponsor,
as well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the statement of condition and the schedule of investments at
date of deposit referred to above present fairly, in all material respects,
the financial position of Nuveen Unit Trusts, Series 61, as of August ,
1999, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Chicago, Illinois
August , 1999.

---
16
<PAGE>

Defined NUVEEN UNIT TRUSTS, SERIES 61
Portfolios PROSPECTUS -- PART A

August , 1999

Sponsor John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286
Telephone: 312-917-7700

Trustee The Chase Manhattan Bank
4 New York Plaza
New York, NY 10004-2413
Telephone: 800-257-8787

This Prospectus does not contain complete information about the Portfolio
filed with the Securities and Exchange Commission in Washington, DC under the:

Securities Act of 1933 (file no. 333- )

Investment Company Act of 1940 (file no. 811-08103)

To obtain copies at proscribed rates--
Write: Public Reference Section of the Commission, 450 Fifth Street NW,
Washington, DC 20549-6009
Call: (800) SEC-0330
Visit: http://www.sec.gov

No person is authorized to give any information or representation about the
Portfolio not contained in Parts A or B of this Prospectus or the Information
Supplement, and you should not rely on any other information.

When Units of the Portfolio are no longer available or for investors who will
reinvest into subsequent series of the Portfolio, this Prospectus may be used
as a preliminary Prospectus for a future series. If this is the case, investors
should note the following:

1. Information in this Prospectus is not complete and may be changed;

2. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective; and

3. This prospectus is not an offer to sell the securities of a future
series and is not soliciting an offer to buy such securities in any state
where the offer or sale is not permitted.

<PAGE>

Defined Portfolios

Nuveen Index Portfolio Prospectus
Prospectus Part B dated August , 1999

The Prospectus for a Nuveen Defined Portfolio (a "Trust") is divided into two
parts. Part A of the Prospectus relates exclusively to a particular Trust and
provides specific information regarding the Trust's portfolio, strategies,
investment objectives, expenses, financial highlights, income and capital
distributions, risk factors and optional features. Part B of the Prospectus
provides more general information regarding the Nuveen Defined Portfolios. You
should read both Parts of the Prospectus and retain them for future reference.
Except as provided in Part A of the Prospectus, the information contained in
this Part B will apply to each Trust.

Additional information about the Trusts is provided in the Information
Supplement. You can receive an Information Supplement by calling The Chase
Manhattan Bank (the "Trustee") at (800) 257-8787.

Nuveen Defined Portfolios

Each Nuveen Defined Portfolio consists of a portfolio of Securities of
companies described in the applicable Part A of the Prospectus (see "Schedule
of Investments" in Part A of the Prospectus for an initial list of the
Securities included in a Trust).

Minimum Investment--$1,000 or 100 Units ($500 or nearest whole number of Units
whose value is less than $500 for IRA purchases), whichever is less.

Redeemable Units. Units of a Trust are redeemable at the offices of the Trustee
at prices based upon the aggregate underlying value of the Securities
(generally determined by the closing sale prices of listed Securities and the
bid prices of over-the-counter traded Securities). During the period ending
with the earlier of six months after the Initial Date of Deposit or the end of
the initial offering period, the Redemption Price per Unit includes estimated
organization costs per Unit. After such period, the Redemption Price will not
include such estimated organization costs. See "Fees and Expenses" in Part A of
the Prospectus for the organization costs and see "REDEMPTION" herein for a
more detailed discussion of redeeming your Units.

Dividend and Capital Distributions. Cash dividends received by a Trust will be
paid on those dates set forth under "Distributions" in Part A of the
Prospectus. Distributions of funds in the Capital Account, if any, will be made
annually and as part of the final liquidation distribution, if applicable, and
in certain circumstances, earlier. See "DISTRIBUTIONS TO UNITHOLDERS."

Public Offering Price. Public Offering Price of a Trust during the Initial
Offering Period is based upon the aggregate underlying value of the Securities
in the Trust's portfolio (generally determined by the closing sale prices of
the listed Securities and the ask prices of over-the-counter traded Securities)
plus or minus cash, if any, in the Income and Capital Accounts of the Trust,
plus a sales charge as set forth in Part A of the Prospectus, if applicable,
and is rounded to the nearest cent. The Public Offering Price during the period
ending with the earlier of six months after the Initial Date of Deposit or the
end of the initial offering period also includes organization costs incurred in
establishing a Trust. These costs will be deducted from the assets of the Trust
as of the close of such period. See "Fees and Expenses" in Part A of the
Prospectus. For Units purchased in the secondary market, the Public Offering
Price is based upon the aggregate underlying value of the Securities in the
Trust (generally determined by the closing sale prices of the listed Securities
and the bid prices of over-the-counter traded Securities) plus the sales
charges as set forth in Part A of the Prospectus. A pro rata share of
accumulated dividends, if any, in the Income Account from the preceding Record
Date to, but not including, the settlement date (normally three business days
after purchase) is added to the Public Offering Price. (See "PUBLIC OFFERING
PRICE.")

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
NUVEEN DEFINED PORTFOLIOS.................................................. 1
COMPOSITION OF TRUSTS...................................................... 4
THE PORTFOLIO.............................................................. 5
DOW JONES LICENSING AGREEMENT.............................................. 6
DOW JONES GLOBAL TITANS INDEX PORTFOLIO.................................... 7
DOW JONES INTERNET INDEX PORTFOLIO......................................... 9
PUBLIC OFFERING PRICE...................................................... 10
MARKET FOR UNITS........................................................... 12
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT.................... 13
TAX STATUS................................................................. 13
RETIREMENT PLANS........................................................... 16
TRUST OPERATING EXPENSES................................................... 16
INVESTMENT SUPERVISION..................................................... 17
DISTRIBUTIONS TO UNITHOLDERS............................................... 17
ACCUMULATION PLAN.......................................................... 18
REPORTS TO UNITHOLDERS..................................................... 19
UNIT VALUE AND EVALUATION.................................................. 19
DISTRIBUTIONS OF UNITS TO THE PUBLIC....................................... 20
OWNERSHIP AND TRANSFER OF UNITS............................................ 21
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES...................... 21
REDEMPTION................................................................. 21
PURCHASE OF UNITS BY THE SPONSOR........................................... 23
INFORMATION ABOUT THE TRUSTEE.............................................. 23
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE.......................... 23
SUCCESSOR TRUSTEES AND SPONSORS............................................ 24
INFORMATION ABOUT THE SPONSOR.............................................. 24
INFORMATION ABOUT THE EVALUATOR............................................ 25
OTHER INFORMATION.......................................................... 25
LEGAL OPINION.............................................................. 26
AUDITORS................................................................... 26
SUPPLEMENTAL INFORMATION................................................... 26
</TABLE>

2
<PAGE>

Nuveen Defined Portfolios

This Nuveen Defined Portfolio is one of a series of separate but similar
investment companies created by the Sponsor, each of which is designated by a
different Series number. The underlying unit investment trust(s) contained in
this Series are combined under one Trust Indenture and Agreement. Specific
information regarding each Trust is set forth in Part A of this Prospectus.
The various Nuveen Defined Portfolios are collectively referred to herein as
the "Trusts." This Series was created under the laws of the State of New York
pursuant to a Trust Indenture and Agreement dated the Initial Date of Deposit
(the "Indenture") between John Nuveen & Co. Incorporated ("Nuveen" or the
"Sponsor") and the Trustee.

The Sponsor has deposited with the Trustee delivery statements relating to
contracts for the purchase of the securities described in the applicable Part
A of the Prospectus, together with funds represented by an irrevocable letter
of credit issued by a major commercial bank in the amount required for their
purchase (or the securities themselves). See "Schedule of Investments" in Part
A of the Prospectus, for an initial list of the Securities deposited in the
applicable Trust. See also, "Primary Risks" and "Risk Factors" in Part A of
the Prospectus. As used herein, the term "Securities" means the Securities
(including contracts for the purchase thereof) initially deposited in each
Trust and described in the related portfolio and any additional equity
securities that may be held by a Trust.

The Trustee has delivered to the Sponsor registered Units which represent
ownership of the entire Trust, and which are offered for sale by this
Prospectus. Each Unit of a Trust represents a fractional undivided interest in
the Securities deposited in such Trust. Units may only be sold in states in
which they are registered. To the extent that any Units of any Trust are
redeemed by the Trustee, the aggregate value of the Trust's assets will
decrease by the amount paid to the redeeming Unitholder, but the fractional
undivided interest of each unredeemed Unit in such Trust will increase
proportionately. The Sponsor will initially, and from time to time thereafter,
hold Units in connection with their offering. Units will remain outstanding
until redeemed upon tender to the Trustee by Unitholders, which may include
the Sponsor, or until termination of the Indenture.

The Trusts employ an indexing strategy and attempt to track the performance
of a specific market index. There can be no assurance that a Trust will be
able to track the performance of an index because it may be impracticable for
the Trust to duplicate or maintain precisely the relative weightings of the
common stocks which comprise the related stock index or to purchase all of
such stocks. Additionally, an investment in Units of the Trusts includes
payment of sales charges, fees and expenses which are not considered in the
total return of the related stock index.

Additional Units of each Trust may be issued at any time by depositing in
such Trust additional Securities, contracts to purchase additional Securities
together with cash or irrevocable letters of credit, or cash (or a letter of
credit) to be applied to purchase additional Securities. As additional Units
are issued by a Trust as a result of the deposit of additional Securities, the
aggregate value of the Securities in such Trust will be increased and the
fractional undivided interest in such Trust represented by each Unit will be
decreased. If the Sponsor deposits cash (or a letter of credit), existing and
new investors may experience a dilution of their investments and a reduction
in their anticipated income because of fluctuations in the prices of the
Securities between the time of the cash deposit and the purchase of the
Securities and because each Trust will pay the associated brokerage fees. To
minimize this effect, each Trust will attempt to purchase the Securities as
close to the Evaluation Time or as close to the evaluation prices as possible.
See "COMPOSITION OF TRUSTS" below.

The Sponsor may realize a profit (or sustain a loss) as of the opening of
business on the Initial Date of Deposit resulting from the difference between
the purchase prices of the Securities and the cost of such Securities to the
Trust, which is based on the evaluation of the Securities as of the opening of
business on the Initial Date of Deposit. (See "Schedule of Investments" in
Part A of the Prospectus.) The Sponsor may also be considered to have realized
a profit or to have sustained a loss, as the case may be, in the amount of any
difference between the cost of the Securities to the Trust (which is based on
the Evaluator's determination of the aggregate value of the underlying
Securities of the Trust) on the subsequent date(s) of deposit and the cost of
such Securities to Nuveen, if applicable.

3
<PAGE>

Composition of Trusts

Each Trust initially consists of delivery statements relating to contracts
to purchase Securities (or of such Securities) as are listed under "Schedule
of Investments" in Part A of this Prospectus and, thereafter, of such
Securities as may continue to be held from time to time (including certain
Securities deposited in the Trust to create additional Units or in
substitution for Securities not delivered to a Trust.) To assist the Sponsor
in selecting Securities for the Trusts, the Sponsor may use its own resources
to pay outside research service providers.

On the Initial Date of Deposit, the Sponsor delivered to the Trustee
Securities or contracts for the purchase thereof for deposit in the Trusts.
This initial deposit into each Trust consisted of at least 30 shares of each
of the stocks which comprise the related stock index. During an initial
adjustment period, the Sponsor will continue to deposit Securities in a Trust
(contracts for the purchase thereof), or cash (or a letter of credit) with
instructions to purchase such Securities, until at the end of such period when
the Trust contains substantially all of the stocks in the related stock index,
in substantially the same weightings as in such index (the "Initial Adjustment
Period"). The Sponsor estimates that the Initial Adjustment Period will last
no longer than 30 days following the Initial Date of Deposit and could last as
little as one day. During the Initial Adjustment Period, the Sponsor intends
to create and maintain a Trust portfolio that generally corresponds to the
index. In connection with any deposit of Securities, purchase and sale
transactions will generally be effected in accordance with a computer
optimization program. (See "THE PORTFOLIO").

Precise duplication of the relationship among the Securities in the related
stock index may not be achieved because it may be economically impracticable
or impossible to acquire very small numbers of shares of certain stocks and
because of other procedural policies of the Trusts, but correlation between
the related stock index and each Trust portfolio is expected to be between .97
and .99 over the life of the Trusts. Correlation is a measure of the extent to
which the price of a Trust fluctuates with the price of the index. If a
portfolio held all the securities in the index with exactly the same
weightings as the index at all times, the correlation would be 1.00. Since a
Trust's holdings and weightings will differ for a variety of reasons, the
correlation will be less than 1.00. Although correlation is indirectly related
to performance, it is not a measure of the extent to which the performance of
a Trust will match the performance of the index.

By investing in those Securities determined by the optimization model in
substantially the same proportions which comprise the related stock index,
each Trust seeks to produce investment results that generally correspond to
the price and yield performance of the equity securities represented by such
index over the terms of such Trust. Due to various factors that include, among
others: (1) price movements of the various Securities will not duplicate one
another, (2) the Sponsor's current intention to purchase shares of the
Securities in round lot quantities only, (3) reinvestment of excess proceeds
not needed to meet redemptions of Units may not be sufficient to acquire equal
round lots of all of the Securities in a Trust and (4) reinvestment of
proceeds received from Securities which are no longer components of the
related stock index might not result in the purchase of an equal number of
shares in any replacement Security, there can be no assurance that this goal
will be satisfied. An investment in Units of a Trust should be made with an
understanding that each Trust includes payments of sales charges, fees and
expenses which may not be considered in public statements of the total return
of the related stock index.

Each Trust consists of (a) the Securities listed under the related portfolio
that may continue to be held from time to time in such Trust (b) any
additional equity securities acquired and held by such Trust pursuant to the
provisions of the Indenture and (c) any cash held in the Income and Capital
Accounts of such Trust. Neither the Sponsor nor the Trustee shall be liable in
any way for any failure in any of the Securities. However, should any contract
for the purchase of any of the Securities initially deposited hereunder fail,
the Sponsor will, unless substantially all of the moneys held in a Trust to
cover such purchase are reinvested in substitute Securities in accordance with
the Indenture, refund the cash and sales charge attributable to such failed
contract to all Unitholders on the next distribution date.

Litigation. Except as provided in Part A of the Prospectus, to the best
knowledge of the Sponsor, there is no litigation pending as of the Initial
Date of Deposit in respect of any Securities which might reasonably be
expected to have a material adverse effect on any of the Trusts. It is
possible that after

4
<PAGE>

the Initial Date of Deposit, litigation may be initiated with respect to
Securities in any Trust or current litigation may have unexpected results. The
Sponsor is unable to predict whether any such litigation may have such results
or may be instituted, or if instituted, whether any such litigation might have
a material adverse effect on the Trusts.

Unitholders will be unable to dispose of any of the Securities in a Trust
and will not be able to vote the Securities. As the holder of the Securities,
the Trustee will have the right to vote all of the voting stocks in a Trust
and will vote such stocks in accordance with the instructions of the Sponsor.

The value of the Securities will fluctuate over the life of a Trust and may
be more or less than the value at the time they were deposited in such Trust.
The Securities may appreciate or depreciate in value (or pay dividends)
depending on the full range of economic and market influences affecting these
Securities, including the impact of the Sponsor's purchase and sale of
Securities (especially during the primary offering period of Units of a Trust)
and other factors.

Whether or not the Securities are listed on a securities exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the
Securities may depend on whether dealers will make a market in the Securities.
There can be no assurance that a market will be made for any of the
Securities, that any market for the Securities will be maintained or of the
liquidity of the Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to meet redemptions
and the value of a Trust will be adversely affected if trading markets for the
Securities are limited or absent. There can be no assurance that a Trust will
achieve its investment objectives.

Year 2000 Problem. Like other investment companies, financial and business
organizations and individuals around the world a Trust could be adversely
affected if the computer systems used by the Sponsor or Trustee or other
service providers to such Trust do not properly process and calculate date-
related information and data from and after January 1, 2000. This is commonly
known as the "Year 2000 Problem." The Sponsor and Trustee are taking steps
that they believe are reasonably designed to address the Year 2000 Problem
with respect to computer systems that they use and to obtain reasonable
assurances that comparable steps are being taken by a Trust's other service
providers. At this time, however, there can be no assurance that these steps
will be sufficient to avoid any adverse impact to a Trust.

The Year 2000 Problem is expected to impact corporations and other parties,
which may include issuers of the Securities contained in a Trust, to varying
degrees based upon various factors, including, but not limited to, their
industry sector and degree of technological sophistication. The Sponsor is
unable to predict what impact, if any, the Year 2000 Problem will have on
issuers of the Securities contained in a Trust.

Legislation. At any time after the Initial Date of Deposit, legislation may
be enacted, with respect to the Securities in a Trust or the issuers of the
Securities. Changing approaches to regulation may have a negative impact on
certain companies represented in a Trust. There can be no assurance that
future legislation, regulation or deregulation will not have a material
adverse effect on a Trust or will not impair the ability of the issuers of the
Securities to achieve their business goals.

The Portfolio

Each Trust portfolio will consist of as many of the components of the
related stock index as is feasible in order to seek to achieve the respective
Trust's goal of attempting to provide investment results that duplicate
substantially the total return of the index. Following the Initial Adjustment
Period, each Trust is expected to be invested in no less than 95% of the
stocks comprising the related index. Although it may be impracticable for a
Trust to own certain of such stocks at any time, the Sponsor expects to
maintain a correlation between each Trust portfolio and that of the related
index of between .97 and .99. Adjustments to a Trust portfolio will generally
be made on an ongoing basis in accordance with a computer optimization program
which uses a number of factors, including cash flows, risk,

5
<PAGE>

historical correlation between the underlying stocks in the applicable index
and the index itself and transaction costs in an attempt to produce the
optimal correlation with the applicable index. The Trust may invest in new
Securities in several circumstances, that include, in connection with the
creation of additional Units, as companies are dropped from or added to such
index, and as Securities are sold to meet redemptions or to pay for sales
charges and expenses. These adjustments will be made as practicable generally
in accordance with computer program output showing which of the Securities are
under- or over-represented in a Trust portfolio. Adjustments may also be made
from time to time to maintain the appropriate correlation between a Trust and
the related index. The proceeds from any sale may be distributed or invested
in those Securities which the computer program indicates are under-represented
based upon the computer optimization program. See "INVESTMENT SUPERVISION."

Due to changes in the composition of the applicable index, adjustments to a
Trust portfolio may be made from time to time. It is anticipated that most of
such changes in the applicable indices will occur as a result of merger or ac-
quisition activity. In such cases, a Trust, as a shareholder of an issuer
which is the object of such merger or acquisition activity, will presumably
receive various offers from potential acquirers of the issuer. The Trustee is
not permitted to accept any such offers until such time as the issuer has been
removed from the related index. Since, in most cases, an issuer is removed
from an index only after the consummation of a merger or acquisition, it is
anticipated that the Trusts will generally acquire, in exchange for the stock
of the deleted issuer, the consideration that is being offered to shareholders
of that issuer who have not tendered their shares prior to that time. Any cash
received as consideration in such transactions will generally be reinvested in
the Securities as determined by the computer program output. Any Securities
received as consideration which are not included in the related index will
generally be sold as soon as practicable and will also generally be reinvested
in accordance with the computer optimization program.

The Sponsor does not anticipate purchasing or selling stock in quantities
which are not economically practicable. In addition, certain Securities may
not be available in the quantities specified by the computer program. For
these reasons, among others, precise duplication of the proportionate rela-
tionships in the related index may not be possible. See "INVESTMENT SUPERVI-
SION."

Dow Jones Licensing Agreement

The Sponsor has entered into a license agreement with Dow Jones & Company,
Inc. ("Dow Jones") (the "License Agreement"), under which the Dow Jones Global
Titans Index Portfolio and the Dow Jones Internet Index Portfolio (through the
Sponsor) are granted a license to use the trademarks, service marks and trade
names Dow Jones Industrial AverageSM, DJIA, Dow Jones Global Titans IndexSM,
DJInetSM, and Dow Jones Internet IndexSM solely in materials relating to the
creation and issuance, marketing and promotion of the Trusts and in accordance
with any applicable federal and state securities law to indicate the source of
the indices as a basis for determining the composition of a Trust's portfolio.
As consideration for the grant of the license, each Trust will pay to Dow
Jones an annual fee. If an index ceases to be compiled or made available or
the anticipated correlation between the Trust and such index is not
maintained, the Sponsor may direct that the applicable Trust continue to be
operated using the index as it existed on the last date on which it was
available or may direct that the Indenture be terminated.

Neither the Trusts nor the Unitholders are entitled to any rights whatsoever
under the foregoing licensing arrangements or to use any of the covered
trademarks or to use the indices, except as specifically described herein or
as may be specified in the Indenture or the License Agreement.

The Trusts are not sponsored, endorsed, sold or promoted by Dow Jones. Dow
Jones makes no representation or warranty, express or implied, to the owners
of the Trusts or any member of the public regarding the advisability of in-
vesting in securities generally or in the Trusts particularly. Dow Jones' only
relationship to the Licensee is the licensing of certain trademarks, trade
names and service marks of Dow Jones, and of the Dow Jones Global Titans
IndexSM and the Dow Jones Internet IndexSM which are determined, composed and
calculated by Dow Jones without regard to the Licensee or the Trusts. Dow
Jones has no obligation to take the needs of the Licensee or the owners of the
Trusts into consideration in determining, composing or calculating the Dow
Jones Global Titans IndexSM or the Dow Jones

6
<PAGE>

Internet IndexSM. Dow Jones is not responsible for and has not participated in
the determination of the timing of, prices at, or quantities of the Trusts to
be issued or in the determination or calculation of the equation by which the
Trusts are to be converted into cash. Dow Jones has no obligation or liability
in connection with the administration, marketing or trading of the Trusts.

DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW
JONES GLOBAL TITANS INDEXSM OR THE DOW JONES INTERNET INDEXSM OR ANY DATA
INCLUDED THEREIN AND DOW JONES SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. DOW JONES MAKES NO WARRANTY, EXPRESS OR
IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE LICENSEE, OWNERS OF THE TRUSTS,
OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES GLOBAL TITANS
INDEXSM OR THE DOW JONES INTERNET INDEXSM OR ANY DATA INCLUDED THEREIN. DOW
JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE DOW JONES GLOBAL TITANS INDEXSM OR THE DOW JONES INTERNET
INDEXSM OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING,
IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR
INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF
NOTIFIED OF THE POSSIBILITY THEREOF.

Dow Jones Global Titans Index Portfolio

Among today's many different investment philosophies and trading strategies,
two are becoming increasingly popular. The first is the move toward large, es-
pecially blue-chip, stocks: one example of this phenomenon was investors' so-
called "Flight to Quality" in 1998 amid global financial turbulence. Market
leaders are favored by investors for their stability: corporate giants with
financial strength and market dominance usually exhibit lower volatility.
Moreover, large-cap stocks have significantly outperformed the broad market
over the past decade.

The second growing trend is the move toward global markets. More investors
are seeking to capitalize on the benefits of investing globally, in part be-
cause after a nine-year continuous expansion of the U.S. economy, many ana-
lysts now predict that the greatest opportunities lie abroad.

With these trends in mind, Dow Jones Indexes sought to create an index whose
constituents meet the following criteria: stable earnings potential, broad
global exposure, and relatively low risk and price volatility, particularly in
times of market corrections and downturns. The DJGT was developed in response
to these needs. The 50 constituents of this new index are some of the world's
most well known and well established blue-chip companies, and provide consid-
erable exposure to global markets.

The major characteristics and key benefits of the Dow Jones Global Titans
Index can be summarized into the following nine points:

1. Market leadership

2. Multinational exposure

3. Global diversification

4. High liquidity

5. Low turnover

6. Sufficient Market coverage

7. Competitive performance

8. Independent characteristics

9. Systematic procedures

7
<PAGE>

Dow Jones Global Titans Index Selection Process:

1. The Dow Jones Global Index (DJGI) serves as the Universe, or Initial Pool,
for the Dow Jones Global Titans Index. Using the DJGI as the Initial Pool
assures sufficient distribution of stocks across countries, regions, eco-
nomic sectors and industry groups.

2. All companies in the Initial Pool are sorted in descending order by weighted
average market value. The weighted average market value is calculated with
respect to data for the past four quarters, giving the greatest weight to
the most recent quarter: a weight of 4 is assigned to the most recent quar-
ter, 3 to the previous quarter, etc.

3. From the weighted average market value ranking, the top 100 companies are
selected to comprise the Final Pool.

4. Eliminated from the Final Pool are any companies that clearly are not "Glob-
al"--those that do not generate any revenue from foreign markets.

5. Companies remaining in the Final Pool are ranked separately by each of five
fundamental measures: assets, book value, sales/revenue, net profit and for-
eign sales.

6. A final ranking of the companies in the Final Pool is generated by equally
weighting each of the five fundamental measure rankings and the weighted av-
erage market cap ranking. To break any ties in the final ranking, the
weighted average market value ranking is used.

7. From the final ranking, the top 50 stocks are selected as Index Components.
A capitalization-weighted approach is used to calculate the index value.

The Dow Jones Global Titans Index was first made available by Dow Jones on
, 1999. However, Dow Jones has calculated the hypothetical perfor-
mance of the index from January 1, 1992 through June 30, 1999 as if the index
existed during that period and assuming that the current criteria used to se-
lect companies for the index was applied during the period.

The following table depicts the hypothetical annual total return for the Dow
Jones Global Titans Index from January 1, 1992 through June 30, 1999 as well as
the total returns of the Nasdaq 100 Index, the Standard & Poor's 500 Composite
Stock Price Index ("S&P 500"), the Dow Jones Industrial Average ("DJIA") and
the MSCI World Index. Investors should note that the figures below represent
past or hypothetical performance of the indices and not their future
performance or the performance of the Dow Jones Global Titans Index Portfolio
(which includes certain fees and expenses). Past performance is, of course, no
guarantee of future results.

Because the Dow Jones Global Titans Index Portfolio is sold to the public at
net asset value plus the applicable sales charge, and the expenses of the Trust
are deducted before making distributions to Unitholders, and because of a
variety of other reasons described in this Prospectus, investment in the Dow
Jones Global Titans Portfolio, if it had existed, would have resulted in
investment performance to Unitholders somewhat reduced from that reflected in
the table below.

<TABLE>
<CAPTION>
Dow Jones MSCI
Global Titans World Index S&P 500 DJIA
Year Annual Return Annual Return Annual Return Annual Return
- ---- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
1992.................... -12.94% -6.10% 7.43% 7.40%
1993.................... 16.16% 20.40% 9.94% 16.97%
1994.................... 5.26% 3.30% 1.29% 5.02%
1995.................... 19.36% 11.20% 37.11% 36.94%
1996.................... 6.86% 11.70% 22.68% 28.91%
1997.................... 22.56% 14.20% 33.10% 24.91%
1998.................... 27.56% 22.60% 28.60% 18.15%
1999 thru 6/30.......... 10.90% 7.60% 12.38% 20.45%
</TABLE>

For purposes of this illustration of the Dow Jones Global Titans Index, as-
sumed annual expenses of $0.024 per Unit are deducted. In addition, the maximum
sales charge of 4.9% is deducted in the first year of every four year period in
1992. The actual sales charge is a dollar amount per unit with a 4.90%

8
<PAGE>

maximum. Total returns for the S&P 500 assume dividends were reinvested as they
were received, total returns for dividends were reinvested at the end of each
month and total returns for Global Titans and Nasdaq 100 reinvestment.

Dow Jones Internet Index Portfolio

Dow Jones Indexes has created the Dow Jones Internet Index (DJII) to bring an
ordered perspective to the seeming chaos of Internet stocks. Rather than assem-
bling a grab-bag of stocks that have some connection with the Internet, no mat-
ter how little or how vague, Dow Jones has built an equity benchmark index of
companies that generate the majority of their revenues from the Internet. The
rules for selecting stocks and maintaining the index over time assure that the
Dow Jones Internet Index will remain focused on the companies whose fortunes
are truly intertwined with this fast-growing lane on the Information Highway.

The Dow Jones Internet Index is comprised of two sub-groups, Internet Com-
merce and Internet Services, reflecting the basic distinction between the types
of companies that are dependent on Internet business for their livelihoods.

. Internet Commerce: This group represents companies that derive the
majority of their revenues from providing goods and/or services through
an open network, such as a World Wide Web site.

. Internet Services: This group represents companies that derive the
majority of their revenues from providing access to the Internet or
providing enabling services to people using the Internet.

Initially, the Dow Jones Internet Commerce Index consists of 15 components
and the Dow Jones Internet Services Index has 25 components, totaling 40 issues
for the Dow Jones Internet Index. However, the roster of Internet Commerce and
Internet services companies is growing monthly. In time, it will be necessary
to expand the indexes to meet the goal of representing 80% of the Internet eq-
uity universe. The indexes will be expanded in increments of five stocks to
meet coverage guidelines.

Index Methodology

The Dow Jones Internet Index is designed and maintained according to a set of
rules that were devised with the goal of providing clear, accurate views of
this emerging market segment. Here are the key rules that make the Dow Jones
Internet Index a standard for the investment community:

. For its stock to be eligible for the "universe," a company must generate
at least 50% of annual sales/revenues from the Internet.

9
<PAGE>

. To be eligible for the DJII, a stock issued through an initial public
offering must have a minimum of three months trading history. Spin-offs
require this history only if the parent stock has been trading for less
than three months.

. An index-eligible stock also must have:

. Three-month average market capitalization of at least $100 million,

. Three-month average closing price above $10 (for new components), and

. Sufficient trading activity to pass liquidity tests.

. Index components are selected in descending order of an equal combination
of market capitalization and trading volume (three-month averages for
both factors).

. The indexes are weighted by market capitalization, except that a ceiling
is imposed on very large stocks. Their market values are limited to no
more than 10% of the Dow Jones Internet Commerce and Internet Services
Indexes.

. The indexes will be reviewed quarterly. Changes will take effect on the
3rd Friday of March, June, September and December.

. New components are not eligible to be displaced from the index for a
period of six months following their addition, except in cases of the
companies being acquired.

. Non-components must rank in the top 2/3rds of components at the time of
the quarterly review to replace an existing component.

. The Dow Jones Internet Index is based at 100 as of June 30, 1998. Index
history dates back to June 30, 1997.

Public Offering Price

The Public Offering Price of the Units is based on the aggregate underlying
value of the Securities in a Trust (generally determined by the closing sale
prices of listed Securities and the ask prices of over-the-counter traded
Securities), plus or minus cash, if any, in the Income and Capital Accounts of
the Trust. If Units are purchased after the first deferred sales charge
payment specified in "Fees and Expenses" in Part A of the Prospectus, the
Public Offering Price includes an upfront sales charge equal to the difference
between the maximum sales charge (as set forth in Part A of the Prospectus)
per Unit and the maximum remaining deferred sales charge (as set forth in Part
A of the Prospectus) and is rounded to the nearest cent. In addition, a
portion of the Public Offering Price during the initial offering period also
consists of Securities in an amount sufficient to pay for all or a portion of
the costs incurred in establishing a Trust, including costs of preparing the
registration statement, the trust indenture and other closing documents,
registering Units with the Securities and Exchange Commission and states, the
initial audit of each Trust portfolio, the initial evaluation, legal fees, the
initial fees and expenses of the Trustee and any non-material out-of-pocket
expenses.

The Securities purchased with the portion of the Public Offering Price
intended to be used to reimburse the Sponsor for the Trust's organization
costs will be purchased in the same proportionate relationship as all the
Securities contained in the Trust. Securities will be sold to reimburse the
Sponsor for the Trust's organization costs at the earlier of six months after
the Initial Date of Deposit or the end of the initial offering period (a
significantly shorter time period than the life of the Trust). During the
period ending with the earlier of six months after the Initial Date of Deposit
or the end of the initial offering period, there may be a decrease in the
value of the Securities. To the extent the proceeds from the sale of these
Securities are insufficient to repay the Sponsor for the Trust organization
costs, the Trustee will sell additional Securities to allow the Trust to fully
reimburse the Sponsor. In that event, the net asset value per Unit will be
reduced by the amount of additional Securities sold. Although the dollar
amount of the reimbursement due to the Sponsor will remain fixed and will
never exceed the amount per Unit set forth for the Trust in "Statement of
Condition," this will result in a greater effective cost per Unit to
Unitholders for the reimbursement to the Sponsor. When Securities are sold to
reimburse the Sponsor for organization costs, the Trustee will sell such
Securities to an extent which will maintain the

10
<PAGE>

same proportionate relationship among the Securities contained in the Trust as
existed prior to such sale. See "Fees and Expenses" in Part A of the
Prospectus.

Commencing on those dates set forth under "Fees and Expenses" in Part A of
this Prospectus, a deferred sales charge in an amount described in Part A of
the Prospectus will be assessed per Unit per applicable month. The deferred
sales charges will be paid from funds in the Capital Account, if sufficient,
or from the periodic sale of Securities. A pro rata share of accumulated
dividends, if any, in the Income Account from the preceding Record Date to,
but not including, the settlement date (normally three business days after
purchase) is added to the Public Offering Price. The total maximum sales
charge assessed to Unitholders on a per Unit basis will be the amount set
forth in "Fees and Expenses" "in Part A of the Prospectus. See "UNIT VALUE AND
EVALUATION."

The sales charge applicable to quantity purchases is reduced on a graduated
scale as set forth in Part A of this Prospectus. For purposes of calculating
the applicable sales charge, purchasers who have indicated their intent to
purchase a specified amount of Units of any Nuveen unit investment trust in
the primary or secondary offering period by executing and delivering a letter
of intent to the Sponsor, which letter of intent must be in a form acceptable
to the Sponsor and shall have a maximum duration of thirteen months, will be
eligible to receive a reduced sales charge according to the graduated scale
provided in Part A of this Prospectus, based on the amount of intended
aggregate purchases as expressed in the letter of intent. For purposes of
letter of intent calculations, units of equity products are valued at $10 per
unit. Due to administrative limitations and in order to permit adequate
tracking, the only secondary market purchases that will be permitted to be
applied toward the intended specified amount and that will receive the
corresponding reduced sales charge are those Units that are acquired through
or from the Sponsor. By establishing a letter of intent, a Unitholder agrees
that the first purchase of Units following the execution of such letter of
intent will be at least 5% of the total amount of the intended aggregate
purchases expressed in such Unitholder's letter of intent. Further, through
the establishment of the letter of intent, such Unitholder agrees that Units
representing 5% of the total amount of the intended purchases will be held in
escrow by the Trustee pending completion of these purchases. All distributions
on Units held in escrow will be credited to such Unitholder's account. If
total purchases prior to the expiration of the letter of intent period equal
or exceed the amount specified in a Unitholder's letter of intent, the Units
held in escrow will be transferred to such Unitholder's account. A Unitholder
who purchases Units during the letter of intent period in excess of the number
of Units specified in a Unitholder's letter of intent, the amount of which
would cause the Unitholder to be eligible to receive an additional sales
charge reduction, will be allowed such additional sales charge reduction on
the purchase of Units which caused the Unitholder to reach such new breakpoint
level and on all additional purchases of Units during the letter of intent
period. If the total purchases are less than the amount specified, the
Unitholder involved must pay the Sponsor an amount equal to the difference
between the amounts paid for these purchases and the amounts which would have
been paid if the higher sales charge had been applied; the Unitholder will,
however, be entitled to any reduced sales charge qualified for by reaching any
lower breakpoint level. If such Unitholder does not pay the additional amount
within 20 days after written request by the Sponsor or the Unitholder's
securities representative, the Sponsor will instruct the Trustee to redeem an
appropriate number of the escrowed Units to meet the required payment. By
establishing a letter of intent, a Unitholder irrevocably appoints the Sponsor
as attorney to give instructions to redeem any or all of such Unitholder's
escrowed Units, with full power of substitution in the premises. A Unitholder
or his securities representative must notify the Sponsor whenever such
Unitholder makes a purchase of Units that he wishes to be counted towards the
intended amount.

For "secondary market" sales, the Public Offering Price per Unit of each
Trust is determined by adding to the Trustee's determination of the aggregate
value of each Security in the Trust (generally determined by the closing sale
prices of listed Securities and the bid prices of over-the-counter traded
Securities) a sales charge as set forth in Part A of this Prospectus. See
"UNIT VALUE AND EVALUATION."

Pursuant to the terms of the Indenture, the Trustee may terminate a Trust if
the net asset value of such Trust, as shown by any evaluation, is less than
20% of the total value of the Securities deposited in the Trust during the
primary offering period of the Trust.

11
<PAGE>

At all times while Units are being offered for sale, the Trustee will
appraise or cause to be appraised daily the value of the underlying Securities
in each Trust as of 4:00 p.m. eastern time, or as of any earlier closing time
on a day on which the New York Stock Exchange (the "Exchange") is scheduled in
advance to close at such earlier time and will adjust the Public Offering
Price of the Units commensurate with such appraisal ("Evaluation Time"). Such
Public Offering Price will be effective for all orders received by a dealer or
the Sponsor at or prior to 4:00 p.m. eastern time on each such day or as of
any earlier closing time on a day on which the Exchange is scheduled in
advance to close at such earlier time. Orders received after that time, or on
a day when the Exchange is closed for a scheduled holiday or weekend, will be
held until the next determination of price.

The graduated sales charges set forth in the table provided in Part A of
this Prospectus will apply on all applicable purchases of Nuveen investment
company securities on any one day by the same purchaser in the amounts stated,
and for this purpose purchases of this Trust will be aggregated with
concurrent purchases of any other Nuveen unit investment trust or of shares of
any open-end management investment company of which the Sponsor is principal
underwriter and with respect to the purchase of which a sales charge is
imposed. Purchases by or for the account of individuals and their spouses,
parents, children, grandchildren, grandparents, parents-in-law, sons- and
daughters-in-law, siblings, a sibling's spouse and a spouse's siblings
("immediate family members") will be aggregated to determine the applicable
sales charge. The graduated sales charges are also applicable to a trustee or
other fiduciary purchasing securities for a single trust estate or single
fiduciary account.

Units may be purchased with the reduced sales charge of $0.95 per Unit by
(1) investors who purchase Units through registered investment advisers,
certified financial planners and registered broker-dealers who in each case
either charge periodic fees for financial planning, investment advisory or
asset management services, or provide such services in connection with the
establishment of an investment account for which a comprehensive "wrap fee"
charge is imposed, (2) bank trust departments investing funds over which they
exercise exclusive discretionary investment authority and that are held in a
fiduciary, agency, custodial or similar capacity, (3) any person who for at
least 90 days, has been an officer, director or bona fide employee of any firm
offering Units for sale to investors, (4) officers and directors of bank
holding companies that make Units available directly or through subsidiaries
or bank affiliates, and (5) any person who for at least 90 days, has been an
officer, director or bona fide employee of any vendor who provides services to
the sponsor and who purchases Units through a registered broker-dealer
(collectively, the "Discounted Purchases"). Notwithstanding anything to the
contrary in this Prospectus, investors who purchase Units as described in this
paragraph will not receive sales charge reductions for quantity purchases.

Whether or not Units are being offered for sale, the Trustee will determine
or cause to be determined the aggregate value of each Trust as of 4:00 p.m.
eastern time: (i) on each June 30 or December 31 (or, if such date is not a
business day, the last business day prior thereto), (ii) on any day on which a
Unit is tendered for redemption (or the next succeeding business day if the
date of tender is a non-business day) and (iii) at such other times as may be
necessary. For this purpose, a "business day" shall be any day on which the
Exchange is normally open. (See "UNIT VALUE AND EVALUATION.")

Market for Units

During the initial public offering period, the Sponsor intends to offer to
purchase Units of each Trust at a price based upon the pro rata share per Unit
of the aggregate underlying value of the Securities in such Trust (generally
determined by the closing sale prices of listed Securities and the ask prices
of over-the-counter traded Securities). Afterward, although it is not
obligated to do so, the Sponsor may maintain a secondary market for Units of
each Trust at its own expense and continuously offer to purchase Units of each
Trust at prices, subject to change at any time, which are based upon the
aggregate underlying value of the Securities in a Trust (generally determined
by the closing sale prices of listed Securities and the bid prices of over-
the-counter traded Securities). During the period ending with the earlier of
six months after the Initial Date of Deposit or the end of the initial
offering period, the price at which the Sponsor expects to repurchase Units
(the "Sponsor's Repurchase Price") includes estimated organization costs per
Unit. After such period, the Sponsor's Repurchase Price will not include

12
<PAGE>

such estimated organization costs. See "Fees and Expenses" in Part A of the
Prospectus. Unitholders who wish to dispose of their Units should inquire of
the Trustee or their broker as to the current Redemption Price. Units subject
to a deferred sales charge which are sold or tendered for redemption prior to
such time as the entire deferred sales charge on such Units has been collected
will be assessed the amount of the remaining deferred sales charge at the time
of sale or redemption.

In connection with its secondary market making activities, the Sponsor may
from time to time enter into secondary market joint account agreements with
other brokers and dealers. Pursuant to such an agreement, the Sponsor will
generally purchase Units from the broker or dealer at the Redemption Price (as
defined in "REDEMPTION") and will place the Units into a joint account managed
by the Sponsor; sales from the account will be made in accordance with the
then current prospectus and the Sponsor and the broker or dealer will share
profits and losses in the joint account in accordance with the terms of their
joint account agreement.

In maintaining a market for the Units, the Sponsor will realize profits or
sustain losses in the amount of any difference between the price at which
Units are purchased and the price at which Units are resold or redeemed. The
secondary market Public Offering Price of Units may be greater or less than
the cost of such Units to the Sponsor.

Certificates, if any, for Units are delivered to the purchaser as promptly
after the date of settlement (three business days after purchase) as the
Trustee can complete the mechanics of registration, normally within 48 hours
after registration instructions are received. Purchasers of Units to whom
Certificates are issued will be unable to exercise any right of redemption
until they have received their Certificates, properly endorsed for transfer.
(See "REDEMPTION.")

Evaluation of Securities at the Initial Date of Deposit

The prices at which the Securities deposited in the Trusts would have been
offered to the public on the business day prior to the Initial Date of Deposit
were determined by the Trustee.

The amount by which the Trustee's determination of the aggregate value of
the Securities deposited in the Trusts was greater or less than the cost of
such Securities to the Sponsor was profit or loss to the Sponsor. (See Part A
of this Prospectus.) The Sponsor also may realize further profit or sustain
further loss as a result of fluctuations in the Public Offering Price of the
Units. Cash, if any, made available to the Sponsor prior to the settlement
date for a purchase of Units, or prior to the acquisition of all Portfolio
securities by a Trust, may be available for use in the Sponsor's business, and
may be of benefit to the Sponsor.

Tax Status

Each Trust has elected and intends to qualify on a continuing basis for
special federal income tax treatment as a "regulated investment company" under
the Internal Revenue Code of 1986, as amended (the "Code"). If a Trust so
qualifies and timely distributes to Unitholders 90% or more of its taxable
income (without regard to its net capital gain, i.e., the excess of its net
long-term capital gain over its net short-term capital loss), it will not be
subject to Federal income tax on the portion of its taxable income (including
any net capital gain) that it distributes to Unitholders. In addition, to the
extent a Trust timely distributes to Unitholders at least 98% of its taxable
income (including any net capital gain), it will not be subject to the 4%
excise tax on certain undistributed income of "regulated investment
companies." Because the Trusts intend to timely distribute their taxable
income (including any net capital gain), it is anticipated that the Trusts
will not be subject to Federal income tax or the excise tax.

Distributions to Unitholders of a Trust's income, other than distributions
which are designated as capital gain dividends, will be taxable as ordinary
income to Unitholders, except that to the extent that distributions to a
Unitholder in any year exceed the Trust's current and accumulated earnings and
profits, they will be treated as a return of capital and will reduce the
Unitholder's basis in his Units and, to the extent that they exceed his basis,
will be treated as a gain from the sale of his Units as discussed below. Al-
though distributions generally will be treated as distributed when paid, dis-
tributions declared in October, November or December, payable to Unitholders
of record on a specified date in one of those

13
<PAGE>

months and paid during January of the following year will be treated as having
been distributed by a Trust (and received by the Unitholders) on December 31 of
the year such distributions are declared.

Distributions of a Trust's net capital gain which are properly designated as
capital gain dividends by the Trust will be taxable to Unitholders as long-term
capital gain, regardless of the length of time the Units have been held by a
Unitholder. A Unitholder may recognize a taxable gain or loss if the Unitholder
sells or redeems his Units. Any gain or loss arising from (or treated as aris-
ing from) the sale or redemption of Units will generally be a capital gain or
loss, except in the case of a dealer or a financial institution. The Internal
Revenue Service Restructuring and Reform Act of 1998 (the "1998 Tax Act") pro-
vides that for taxpayers other than corporations, net capital gain (which is
defined as net long-term capital gain over net short-term capital loss for the
taxable year) realized from property (with certain exclusions) is generally
subject to a maximum marginal stated tax rate of 20% (10% in the case of cer-
tain taxpayers in the lowest tax bracket). Capital gain or loss is long-term if
the holding period for the asset is more than one year, and is short-term if
the holding period for the asset is one year or less. The date on which a Unit
is acquired (i.e., the "trade date") is excluded for purposes for determining
the holding period of the Unit. Capital gains realized from assets held for one
year or less are taxed at the same rates as ordinary income. Note that if a
Unitholder holds Units for six months or less and subsequently sells such Units
at a loss, the loss will be treated as a long-term capital loss to the extent
that any long-term capital gain distribution is made with respect to such Units
during the six-month period or less that the Unitholder owns the Units.

The Taxpayer Relief Act of 1997 includes provisions that treat certain trans-
actions designed to reduce or eliminate risk of loss and opportunities for gain
(e.g., short sales, offsetting notional principal contracts, futures or forward
contracts or similar transactions) as constructive sales for purposes of recog-
nition of gain (but not loss) and for purposes of determining the holding peri-
od. Unitholders should consult their own tax advisers with regard to any such
constructive sales rules.

In addition, it should be noted that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are consid-
ered "conversion transactions" effective for transactions entered into after
April 30, 1993. Unitholders and prospective investors should consult with their
tax advisers regarding the potential effect of this provision on their invest-
ment in Units.

Generally, the tax basis of a Unitholder includes sales charges, and such
charges are not deductible. A portion of the sales charge for the Trust is de-
ferred. It is possible that for federal income tax purposes a portion of the
deferred sales charge may be treated as interest which would be deductible by a
Unitholder subject to limitations on the deduction of investment interest. In
such case, the non-interest portion of the deferred sales charge would be added
to the Unitholder's tax basis in his Units. In any case the income (or proceeds
from redemption) a Unitholder must take into account for federal income tax
purposes is not reduced by amounts deducted to pay the deferred sales charge.

Distributions which are taxable as ordinary income to Unitholders will con-
stitute dividends for federal income tax purposes. When Units are held by cor-
porate Unitholders, Trust distributions may qualify for the 70% dividends-re-
ceived deduction, subject to the limitations otherwise applicable to the avail-
ability of the deduction, to the extent the distribution is attributable to
dividends received by a Trust from United States corporations (other than real
estate investment trusts) and is designated by a Trust as being eligible for
such deduction. To the extent dividends received by a Trust are attributable to
foreign corporations, a corporation that owns Units will not be entitled to the
dividends-received deduction with respect to its pro rata portion of such divi-
dends, since the dividends-received deduction is generally available only with
respect to dividends paid by domestic corporations. Each Trust will provide
each Unitholder with information annually concerning what part of the Trust's
distributions are eligible for the dividends received deduction.

The Trust may elect to pass through to the Unitholders the foreign income and
similar taxes paid by the Trust in order to enable such Unitholders to take a
credit (or deduction) for foreign income taxes paid by the Trust. If such an
election is made, Unitholders of the Trust, because they are deemed to own a
pro rata portion of the foreign securities held by the Trust, must include in
their gross income, for federal income tax purposes, both their portion of div-
idends received by the Trust and also their portion

14
<PAGE>

of the amount which the Trust deems to be the Unitholders' portion of foreign
income taxes paid with respect to, or withheld from, dividends, interest or
other income of the Trust from its foreign investments. Unitholders may then
subtract from their federal income tax the amount of such taxes withheld, or
else treat such foreign taxes as deductions from gross income; however, as in
the case of investors receiving income directly from foreign sources, the above
described tax credit or deduction is subject to certain limitations. The 1997
Act imposes a required holding period for such credits. Unitholders should con-
sult their tax advisers regarding this election and its consequences to them.

Under the Code, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, will be
deductible by individuals only to the extent they exceed 2% of adjusted gross
income. Miscellaneous itemized deductions subject to this limitation under
present law do not include expenses incurred by the Trust so long as the Units
of a Trust are held by or for 500 or more persons at all times during the tax-
able year or another exception is met. In the event the Units of a Trust are
held by fewer than 500 persons, additional taxable income may be realized by
the individual (and other noncorporate) Unitholders in excess of the distribu-
tions received from the Trust.

Distributions reinvested into additional Units of a Trust will be taxed to a
Unitholder in the manner described above (i.e., as ordinary income, long-term
capital gain or as a return of capital).

Under certain circumstances a Unitholder may be able to request an in kind
distribution upon termination of the Trust. See "Redemption." Unitholders
electing an in kind distribution of shares of Securities should be aware that
the exchange is subject to taxation and Unitholders will recognize gain or loss
(subject to various nonrecognition provisions under the Code) based on the
value of the Securities received. Investors electing an in kind distribution
should consult their own tax advisers with regard to such transaction.

The federal tax status of each year's distributions will be reported to
Unitholders and to the Internal Revenue Service. Each Unitholder will be re-
quested to provide the Unitholder's taxpayer identification number to the
Trustee and to certify that the Unitholder has not been notified that payments
to the Unitholder are subject to back-up withholding. If the proper taxpayer
identification number and appropriate certification are not provided when re-
quested, distributions by the Trust to such Unitholder (including amounts re-
ceived upon the redemption of Units) will be subject to back-up withholding.

The foregoing discussion relates only to the federal income tax status of the
Trusts and to the tax treatment of distributions by a Trust to United States
Unitholders.

A Unitholder who is a foreign investor (i.e., an investor other than a United
States citizen or resident or a United States corporation, partnership, estate
or trust) should be aware that, generally, subject to applicable tax treaties,
distributions from a Trust which constitute dividends for Federal income tax
purposes (other than dividends which a Trust designates as capital gain divi-
dends) will be subject to United States income taxes, including withholding
taxes. However, distributions received by a foreign investor from a Trust that
are designated by the Trust as capital gain dividends should not be subject to
United States Federal income taxes, including withholding taxes, if all of the
following conditions are met: (i) the capital gain dividend is not effectively
connected with the conduct by the foreign investor of a trade or business
within the United States, (ii) the foreign investor (if an individual) is not
present in the United States for 183 days or more during his or her taxable
year, and (iii) the foreign investor provides all certification which may be
required of his status (foreign investors may contact the Sponsor to obtain a
Form W-8 which must be filed with the Trustee and refiled every three calendar
years thereafter). Foreign investors should consult their tax advisors with re-
spect to United States tax consequences of ownership of Units. Units in a Trust
and Trust distributions may also be subject to state and local taxation and
Unitholders should consult their tax advisors in this regard.

Unitholders desiring to purchase Units for tax-deferred plans and IRAs should
consult their broker-dealers for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans estab-
lished.

15
<PAGE>

Retirement Plans

Units of the Trusts may be well suited for purchase by Individual Retirement
Accounts, Keogh Plans, pension funds and other tax-deferred retirement plans.
Generally the Federal income tax relating to capital gains and income received
in each of the foregoing plans is deferred until distributions are received.
Distributions from such plans are generally treated as ordinary income but may,
in some cases, be eligible for special averaging or tax-deferred rollover
treatment. Investors considering participation in any such plan should review
specific tax laws related thereto and should consult their attorneys or tax
advisers with respect to the establishment and maintenance of any such plan.
Such plans are offered by brokerage firms and other financial institutions.
Fees and charges with respect to such plans may vary.

Trust Operating Expenses

No annual advisory fee is charged to the Trusts by the Sponsor. The Sponsor
and/or its affiliates do, however, receive an annual fee as set forth in "Fees
and Expenses" in Part A of the Prospectus for maintaining surveillance over the
portfolio and for performing certain administrative services for the Trusts
(the "Sponsor's Supervisory Fee"). In providing such supervisory services, the
Sponsor may purchase research from a variety of sources, which may include
dealers of the Trusts. If so provided in Part A of the Prospectus, the Sponsor
may also receive an annual fee for providing bookkeeping and administrative
services for a Trust (the "Bookkeeping and Administration Fee"). Such services
include, but are not limited to, the preparation of comprehensive tax
statements and providing account information to the Unitholders. If so provided
in Part A of the Prospectus, the Evaluator may also receive an annual fee for
performing evaluation services for the Trusts (the "Evaluator's Fee"). In
addition, if so provided in Part A of the Prospectus, a Trust may be charged an
annual licensing fee to cover licenses for the use of service marks, trademarks
and trade names and/or for the use of databases and research. Estimated annual
Trust expenses are as set forth in Part A of this Prospectus; if actual
expenses are higher than the estimate, the excess will be borne by the Trust.
The estimated expenses do not include the brokerage commissions payable by the
Trust in purchasing and selling Securities.

The Trustee receives for ordinary recurring services an annual fee for each
Trust as set forth in "Fees and Expenses" appearing in Part A of this
Prospectus. The Trustee's Fee may be periodically adjusted in response to
fluctuations in short-term interest rates (reflecting the cost to the Trustee
of advancing funds to a Trust to meet scheduled distributions). In addition,
the Sponsor's Supervisory Fee, Bookkeeping and Administration Fee, Evaluator's
Fee and the Trustee's Fee may be adjusted in accordance with the cumulative
percentage increase of the United States Department of Labor's Consumer Price
Index entitled "All Services Less Rent of Shelter" since the establishment of
the Trusts. In addition, with respect to the fees payable to the Sponsor or an
affiliate of the Sponsor for providing bookkeeping and other administrative
services, supervisory services and evaluation services, such individual fees
may exceed the actual costs of providing such services for a Trust, but at no
time will the total amount received for such services, in the aggregate,
rendered to all unit investment trusts of which John Nuveen & Co. Incorporated
is the Sponsor in any calendar year exceed the actual cost to the Sponsor or
its affiliates of supplying such services, in the aggregate, in such year. The
Trustee has the use of funds, if any, being held in the Income and Capital
Accounts of each Trust for future distributions, payment of expenses and
redemptions. These Accounts are non-interest bearing to Unitholders. Pursuant
to normal banking procedures, the Trustee benefits from the use of funds held
therein. Part of the Trustee's compensation for its services to the Trusts is
expected to result from such use of these funds.

The following are additional expenses of the Trusts and, when paid by or are
owed to the Trustee, are secured by a lien on the assets of the Trust or Trusts
to which such expenses are allocable: (1) the expenses and costs of any action
undertaken by the Trustee to protect the Trusts and the rights and interests of
the Unitholders; (2) all taxes and other governmental charges upon the
Securities or any part of the Trusts (no such taxes or charges are being levied
or made or, to the knowledge of the Sponsor, contemplated); (3) amounts payable
to the Trustee as fees for ordinary recurring services and for extraordinary
non-recurring services rendered pursuant to the Indenture, all disbursements
and expenses, including counsel fees (including fees of counsel which the
Trustee may retain) sustained or incurred by the Trustee in connection
therewith; and (4) any losses or liabilities accruing to the Trustee without
negligence, bad faith or willful misconduct on its part. The expenses are paid
monthly and the Trustee is empowered to sell Securities in order to pay these
amounts if funds are not otherwise available in the applicable Income and
Capital Accounts.

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<PAGE>

Unless the Sponsor determines that an audit is not required, the Indenture
requires each Trust to be audited on an annual basis at the expense of the
Trust by independent public accountants selected by the Sponsor. The Trustee
shall not be required, however, to cause such an audit to be performed if its
cost to a Trust shall exceed $.05 per Unit on an annual basis. Unitholders of
a Trust covered by an audit may obtain a copy of the audited financial
statements upon request.

Investment Supervision

The Trusts are unit investment trusts and are not "actively managed" funds.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of
economic, financial and market analyses. The portfolios of the Trusts,
however, will not be actively managed and therefore the adverse financial
condition of an issuer will not necessarily require the sale of its Securities
from the portfolio.

As a general rule, purchases and sales that will be made with respect to a
Trust's portfolio will be those that seek to maintain, to the extent feasible,
a portfolio which reflects the current components of the stock index, taking
into consideration redemptions, sales of additional Units, cash flows,
expenses and the other factors referred to elsewhere in this Prospectus. See
"THE PORTFOLIO." Such purchases and sales will generally be made in accordance
with the computer program utilized to maintain the related portfolio, the
Indenture and procedures to be specified by the Sponsor. The Sponsor may
direct the Trustee or its designated agent to dispose of Securities and either
to acquire other Securities through the use of the proceeds of such
disposition in order to make changes in a portfolio, or to distribute the
proceeds of such disposition to Unitholders (i) as necessary to reflect any
additions to or deletions from the stock index, (ii) as may be necessary to
establish a closer correlation between the Trust portfolio and the stock
index, (iii) as may be required for purposes of distributing to Unitholders,
when required, their pro rata share of any net realized capital gains or
income, or (iv) as the Sponsor may otherwise determine. In the event the
Trustee receives any Securities or other properties relating to the Securities
(other than normal dividends) acquired in exchange for Securities such as
those acquired in connection with a reorganization, recapitalization, merger
or other transaction, the Trustee is directed to sell such Securities or other
property. However, if the Securities received are components of the applicable
index, the Sponsor may advise the Trustee to keep such Securities. Any
proceeds received in an exchange shall, as the Sponsor or its designee may
direct, be reinvested into any Securities included in the applicable index, or
distributed to Unitholders. In addition, the Sponsor will instruct the Trustee
to dispose of certain Securities and to take such further action as may be
needed from time to time to ensure that the Trust continues to satisfy the
qualifications of a regulated investment company, including the requirements
with respect to diversification under Section 851 of the Internal Revenue
Code, and as may be needed from time to time to avoid the imposition of any
excise or income tax on the Trust as a regulated investment company.

Proceeds from the sale of Securities (or any securities or other property
received by a Trust in exchange for Securities) are generally credited to the
Capital Account for distribution to Unitholders, to meet redemptions or for
reinvestment into additional Securities in accordance with the optimization
program. The Trustee may also sell Securities, designated by the Sponsor or
its designated agent, from a Trust for the purpose of redeeming Units of the
Trust tendered for redemption and the payment of expenses. The Sponsor may
consider sales of Units of unit investment trusts which it sponsors in making
recommendations to the Trustee as to the selection of broker/dealers to
execute a Trust's portfolio transactions.

Distributions to Unitholders

The Trustee will distribute any net income received with respect to any of
the Securities in a Trust on or about the Income Distribution Dates to
Unitholders of record on the preceding Income Record Date. See "Distributions"
in Part A of this Prospectus. Persons who purchase Units will commence
receiving distributions only after such person becomes a Record Owner.
Notification to the Trustee of the transfer of Units is the responsibility of
the purchaser, but in the normal course of business such notice is provided by
the selling broker/dealer. Proceeds received on the sale of any Securities in
a Trust, to the extent not used to meet redemptions of Units, pay the deferred
sales charge or pay

17
<PAGE>

expenses will be distributed on the Capital Distribution Date to Unitholders
of record on the Capital Record Date, unless such amounts are reinvested into
additional Securities. The Trustee is not required to pay interest on funds
held in the Capital Account of a Trust (but may itself earn interest thereon
and therefore benefit from the use of such funds). A Unitholder's pro rata
portion of the Capital Account, less expenses, will be distributed as part of
the final liquidation distribution. In addition, because the Trusts have
elected to be taxed as "regulated investment companies," the Trustee may make
such distributions to Unitholders as may be necessary or desirable to maintain
the status of the Trusts as regulated investment companies or to avoid the
imposition of any excise or income tax on a Trust.

It is anticipated that the deferred sales charge will be collected from the
Capital Account of the Trusts and that amounts in the Capital Account will be
sufficient to cover the cost of the deferred sales charge. To the extent that
amounts in the Capital Account are insufficient to satisfy the then current
deferred sales charge obligation, Securities may be sold to meet such
shortfall. Distributions of amounts necessary to pay the deferred portion of
the sales charge will be made to an account designated by the Sponsor for
purposes of satisfying a Unitholder's deferred sales charge obligations.

Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of any distribution made by a
Trust if the Trustee has not been furnished the Unitholder's tax
identification number in the manner required by such regulations. Any amount
so withheld is transmitted to the Internal Revenue Service and may be
recovered by the Unitholder under certain circumstances by contacting the
Trustee, otherwise the amount may be recoverable only when filing a tax
return. Under normal circumstances, the Trustee obtains the Unitholder's tax
identification number from the selling broker. However, a Unitholder should
examine his or her statements from the Trustee to make sure that the Trustee
has been provided a certified tax identification number in order to avoid this
possible "back-up withholding." In the event the Trustee has not been
previously provided such number, one should be provided as soon as possible.

Within a reasonable time after a Trust is terminated, each Unitholder will,
upon surrender of his Units for redemption, receive (i) the pro rata share of
the amounts realized upon the disposition of Securities, and (ii) a pro rata
share of any other assets of such Trust, less expenses of such Trust.

The Trustee will credit to the Income Account of a Trust any dividends
received on the Securities therein. All other receipts (e.g., return of
capital, etc.) are credited to the Capital Account of a Trust.

The Trustee may establish reserves (the "Reserve Account") within a Trust
for state and local taxes, if any, and any governmental charges payable out of
such Trust.

Distribution Reinvestment. Any Unitholder may elect to have each distribu-
tion of income on his Units, other than the final liquidating distribution in
connection with the termination of a Trust, automatically reinvested in addi-
tional Units of such Trust. Each person who purchases Units of a Trust may
elect to participate in the reinvestment option by notifying the Trustee in
writing of their election. Reinvestment may not be available in all states. So
long as the election is received by the Trustee at least 10 days prior to the
Record Date for a given distribution, each subsequent distribution of income
and/or capital, as selected by the Unitholder, will be automatically applied
by the Trustee to purchase additional Units of a Trust. The remaining deferred
sales charge payments will be assessed on Units acquired pursuant to reinvest-
ment. It should be remembered that even if distributions are reinvested, they
are still treated as distributions for income tax purposes.

Accumulation Plan

The Sponsor is also the principal underwriter of several open-end mutual
funds (the "Accumulation Funds") into which Unitholders may choose to reinvest
Trust distributions. Unitholders may elect to reinvest income and capital
distributions automatically, without any sales charge. Each Accumulation Fund
has investment objectives which differ in certain respects from those of the
Trusts and may invest in Securities which would not be eligible for deposit in
the Trusts. Further information concerning the Accumulation Plan and a list of
Accumulation Funds is set forth in the Information Supplement of this
Prospectus, which may be obtained by contacting the Trustee at 800-257-8787.

18
<PAGE>

Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being
reinvested, to change from capital only reinvestment to reinvestment of both
capital and income or vice versa, or to terminate their participation in the
Accumulation Plan altogether and receive future distributions on their Units
in cash. Such notice will be effective as of the next Record Date occurring at
least 10 days after the Trustee's receipt of the notice. There will be no
charge or other penalty for such change of election or termination. The
character of Trust distributions for income tax purposes will remain unchanged
even if they are reinvested in an Accumulation Fund.

Reports to Unitholders

The Trustee shall furnish Unitholders of a Trust in connection with each
distribution, a statement of the amount of income, if any, and the amount of
other receipts (received since the preceding distribution) being distributed,
expressed in each case as a dollar amount representing the pro rata share of
each Unit of a Trust outstanding. Within a reasonable period of time after the
end of each calendar year, the Trustee shall furnish to each person, who at
any time during the calendar year was a registered Unitholder of a Trust, a
statement with respect to such Trust that provides (1) a summary of
transactions in the Trust for such year; (2) any Security sold during the year
and the Securities held at the end of such year by the Trust; (3) the
redemption price per Unit based upon a computation thereof on the 31st day of
December of such year (or the last business day prior thereto); and (4)
amounts of income and capital distributed during such year.

In order to comply with Federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Securities in the Trust.

Unit Value and Evaluation

The value of the Trust is determined by the Trustee on the basis of (1) the
cash on hand in the Trust other than cash deposited in the Trust to purchase
Securities not applied to the purchase of such Securities; (2) the aggregate
value of the Securities held in the Trust, as determined by the Evaluator on
the basis of the aggregate underlying value of the Securities in the Trust
next computed; (3) dividends receivable on the Securities trading ex-dividend
as of the date of computation; and (4) all other assets of the Trust; and
deducting therefrom: (1) amounts representing any applicable taxes or
governmental charges and amounts due the Sponsor or Trustee for
indemnification or extraordinary expenses payable out of such Trust for which
no deductions had been made for the purpose of additions to the Reserve
Account; (2) any amounts owing to the Trustee for its advances; (3) an amount
representing estimated accrued expenses of the Trust, including, but not
limited to, unpaid fees and expenses of the Trustee (including legal fees) and
the Sponsor; (4) amounts representing unpaid organization costs; (5) cash held
for distribution to Unitholders of record of the Trust or for redemption of
tendered Units as of the business day prior to the evaluation being made; and
(6) other liabilities incurred by the Trust. The result of such computation is
divided by the number of Units of such Trust outstanding as of the date
thereof and rounded to the nearest cent to determine the per Unit value ("Unit
Value") of such Trust. The Trustee may determine the aggregate value of the
Securities in the Trust in the following manner: if the Securities are listed
on a securities exchange or The NASDAQ Stock Market, Inc. ("listed
Securities"), this evaluation is generally based on the closing sale price on
that exchange or that system (if a listed Security is listed on the New York
Stock Exchange ("NYSE") the closing sale price on the NYSE shall apply) or, if
there is no closing sale price on that exchange or system, at the closing bid
prices (ask prices for primary market purchases). If the Securities are not so
listed, the evaluation shall generally be based on the current bid prices (ask
prices for primary market purchases) on the over-the-counter market (unless it
is determined that these prices are inappropriate as a basis for valuation).
If current bid prices are unavailable, the evaluation is generally determined
(a) on the basis of current bid prices for comparable securities, (b) by
appraising the value of the Securities on the bid side of the market or (c) by
any combination of the above.

With respect to any Security not listed on a national exchange or The NASDAQ
Stock Market, Inc., or, with respect to a Security so listed but the Trustee
deems the closing sale price on the relevant exchange to be inappropriate as a
basis for valuation, upon the Trustee's request, the Sponsor shall,

19
<PAGE>

from time to time, designate one or more evaluation services or other sources
of information on which the Trustee shall be authorized conclusively to rely in
evaluating such Security, and the Trustee shall have no liability for any
errors in the information so received. The cost thereof shall be an expense
reimbursable to the Trustee from the Income and Capital Accounts.

Distributions of Units to the Public

Nuveen, in addition to being the Sponsor, is the sole Underwriter of the
Units. It is the intention of the Sponsor to qualify Units of the Trusts for
sale under the laws of substantially all of the states of the United States of
America.

Promptly following the deposit of Securities in exchange for Units of the
Trusts, it is the practice of the Sponsor to place all of the Units as
collateral for a letter or letters of credit from one or more commercial banks
under an agreement to release such Units from time to time as needed for
distribution. Under such an arrangement the Sponsor pays such banks
compensation based on the then current interest rate. This is a normal
warehousing arrangement during the period of distribution of the Units to
public investors. To facilitate the handling of transactions, sales of Units
shall be limited to transactions involving a minimum of either $1,000 or 100
Units ($500 or nearest whole number of Units whose value is less than $500 for
Education IRA purchases), whichever is less. The Sponsor reserves the right to
reject, in whole or in part, any order for the purchase of Units.

The Sponsor plans to allow a discount to brokers and dealers in connection
with the distribution of Units. The amounts of such discounts are set forth in
Part A of this Prospectus.

The Sponsor may maintain a secondary market for Units of each Trust. See
"MARKET FOR UNITS."

The Sponsor reserves the right to change the amount of the dealer concessions
set forth in Part A of this Prospectus from time to time.

Volume incentives can be earned as a marketing allowance by Eligible Dealer
Firms who reach cumulative firm sales or sales arrangement levels of a
specified dollar amount of Nuveen unit trusts (other than any series of the
Nuveen--The Dow 5SM Portfolios and Nuveen--The Dow 10SM Portfolios) sold in the
primary or secondary market during any quarter as set forth in the table below.
Eligible Dealer Firms are dealers that are providing marketing support for
Nuveen unit trusts in the form of 1) distributing or permitting the
distribution of marketing materials and other product information, 2) providing
Nuveen representatives access to the dealer's branch offices, and 3) generally
facilitating the placement of orders by the dealer's registered representatives
such as putting Nuveen unit trusts on their order entry screens. Eligible
Dealer Firms will not include firms that solely provide clearing services to
broker/dealer firms. For purposes of determining the applicable volume
incentive rate for a given quarter, the dollar amount of all units sold over
the current and three previous quarters (the "Measuring Period") is aggregated.
The volume incentive received by the dealer firm will equal the dollar amount
of units sold during the current quarter times the highest applicable rate for
the Measuring Period. For firms that meet the necessary volume level, volume
incentives may be given on all applicable trades originated from or by that
firm.

<TABLE>
<CAPTION>
Total dollar amount sold
over Measuring Period Volume Incentive
-------------------------- --------------------------------
<S> <C>
$ 5,000,000 to $ 9,999,999 0.10% of current quarter sales
$10,000,000 to $19,999,999 0.125% of current quarter sales
$20,000,000 to $49,999,999 0.1375% of current quarter sales
$50,000,000 or more 0.15% of current quarter sales
</TABLE>

Only sales through the Sponsor qualify for volume incentives and for meeting
minimum requirements. The Sponsor reserves the right to modify or change the
volume incentive schedule at any time and make the determination as to which
firms qualify for the marketing allowance and the amount paid.

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<PAGE>

Firms are not entitled to receive any dealer concession or volume incentives
for any sales made to investors which qualified as Discounted Purchases (as
defined in "PUBLIC OFFERING PRICE") during the primary or secondary market.
(See "PUBLIC OFFERING PRICE.")

Certain commercial banks are making Units of the Trusts available to their
customers on an agency basis. A portion of the sales charge paid by these
customers is retained by or remitted to the banks in the amounts shown in Part
A of the Prospectus under "Dealer Concessions." The Glass-Steagall Act
prohibits banks from underwriting Trust Units; the Act does, however, permit
certain agency transactions and banking regulators have not indicated that
these particular agency transactions are not permitted under the Act. In Texas
and in certain other states, any bank making Units available must be
registered as a broker-dealer under state law.

Ownership and Transfer of Units

The ownership of Units is evidenced by registered Certificates unless the
Unitholder expressly requests that ownership be evidenced by a book entry
position recorded on the books and records of the Trustee. The Trustee is
authorized to treat as the owner of Units that person who at the time is
registered as such on the books of the Trustee. Any Unitholder who holds a
Certificate may change to book entry ownership by submitting to the Trustee
the Certificate along with a written request that the Units represented by
such Certificate be held in book entry form. Likewise, a Unitholder who holds
Units in book entry form may obtain a Certificate for such Units by written
request to the Trustee. Units may be held in denominations of one Unit or any
multiple or fraction thereof. Fractions of Units are computed to three decimal
places. Any Certificates issued will be numbered serially for identification,
and are issued in fully registered form, transferable only on the books of the
Trustee. Book entry Unitholders will receive a Book Entry Position
Confirmation reflecting their ownership.

Units are transferable by making a written request to the Trustee and, in
the case of Units evidenced by Certificate(s), by presenting and surrendering
such Certificate(s) to the Trustee, The Chase Manhattan Bank, at 4 New York
Plaza, New York, NY 10004-2413, properly endorsed or accompanied by a written
instrument or instruments of transfer. The Certificate(s) should be sent
registered or certified mail for the protection of the Unitholders. Each
Unitholder must sign such written request, and such Certificate(s) or transfer
instrument, exactly as his name appears on (a) the face of the Certificate(s)
representing the Units to be transferred, or (b) the Book Entry Position
Confirmation(s) relating to the Units to be transferred. Such signature(s)
must be guaranteed by a guarantor acceptable to the Trustee. In certain
instances the Trustee may require additional documents such as, but not
limited to, trust instruments, certificates of death, appointments as executor
or administrator or certificates of corporate authority. Mutilated
Certificates must be surrendered to the Trustee in order for a replacement
Certificate to be issued. Although at the date hereof no charge is made and
none is contemplated, a Unitholder may be required to pay $2.00 to the Trustee
for each Certificate reissued or transfer of Units requested and to pay any
governmental charge which may be imposed in connection therewith.

Replacement of Lost, Stolen or Destroyed Certificates

To obtain a new Certificate replacing one that has been lost, stolen, or
destroyed, the Unitholder must furnish the Trustee with sufficient
indemnification and pay such expenses as the Trustee may incur. This
indemnification must be in the form of an Open Penalty Bond of
Indemnification. The premium for such an indemnity bond may vary, but
currently amounts to 1% of the market value of the Units represented by the
Certificate. In the case however, of a Trust as to which notice of termination
has been given, the premium currently amounts to 0.5% of the market value of
the Units represented by such Certificate.

Redemption

Unitholders may redeem all or a portion of their Units by (1) making a
written request for such redemption (book entry Unitholders may use the
redemption form on the reverse side of their Book Entry Position Confirmation)
to the Trustee at 4 New York Plaza, New York, NY 10004-2413 (redemptions of
1,000 Units or more will require a signature guarantee), (2) in the case of
Units

21
<PAGE>

evidenced by a Certificate, by also tendering such Certificate to the Trustee,
duly endorsed or accompanied by proper instruments of transfer with signatures
guaranteed as explained above, or provide satisfactory indemnity required in
connection with lost, stolen or destroyed Certificates and (3) payment of
applicable governmental charges, if any. Certificates should be sent only by
registered or certified mail to minimize the possibility of their being lost
or stolen. (See "OWNERSHIP AND TRANSFER OF UNITS.") No redemption fee will be
charged. A Unitholder may authorize the Trustee to honor telephone
instructions for the redemption of Units held in book entry form. Units
represented by Certificates may not be redeemed by telephone. The proceeds of
Units redeemed by telephone will be sent by check either to the Unitholder at
the address specified on his account or to a financial institution specified
by the Unitholder for credit to the account of the Unitholder. A Unitholder
wishing to use this method of redemption must complete a Telephone Redemption
Authorization Form and furnish the Form to the Trustee. Telephone Redemption
Authorization Forms can be obtained from a Unitholder's registered
representative or by calling the Trustee. Once the completed Form is on file,
the Trustee will honor telephone redemption requests by any authorized person.
The time a telephone redemption request is received determines the "date of
tender" as discussed below. The redemption proceeds will be mailed within
three business days following the telephone redemption request. Only Units
held in the name of individuals may be redeemed by telephone; accounts
registered in broker name, or accounts of corporations or fiduciaries
(including among others, trustees, guardians, executors and administrators)
may not use the telephone redemption privilege.

On the third business day following the date of tender, the Unitholder will
be entitled to receive in cash for each Unit tendered an amount equal to the
Unit Value of such Trust determined by the Trustee, as of 4:00 p.m. eastern
time, or as of any earlier closing time on a day on which the Exchange is
scheduled in advance to close at such earlier time, on the date of tender as
defined hereafter ("Redemption Price"). During the period ending with the
earlier of six months after the Initial Date of Deposit or the end of initial
offering period, the Redemption Price per Unit includes estimated organization
costs per Unit. After such period, the Redemption Price will not include such
estimated organization costs. See "Fees and Expenses" in Part A of the
Prospectus. The price received upon redemption may be more or less than the
amount paid by the Unitholder depending on the value of the Securities on the
date of tender. Units subject to a deferred sales charge which are tendered
for redemption prior to such time as the entire deferred sales charge on such
Units has been collected will be assessed the amount of the remaining deferred
sales charge at the time of redemption. In addition, in the event of the death
of a Unitholder within the one-year period prior to redemption, any deferred
sales charge remaining at the time of redemption shall be waived. Unitholders
should check with the Trustee or their broker to determine the Redemption
Price before tendering Units.

The "date of tender" is deemed to be the date on which the request for
redemption of Units is received in proper form by the Trustee, except that a
redemption request received after 4:00 p.m. eastern time, or as of any earlier
closing time on a day on which the Exchange is scheduled in advance to close
at such earlier time, or on any day on which the Exchange is normally closed,
the date of tender is the next day on which such Exchange is normally open for
trading and such request will be deemed to have been made on such day and the
redemption will be effected at the Redemption Price computed on that day.

Under regulations issued by the Internal Revenue Service, the Trustee may be
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's
tax identification number in the manner required by such regulations. For
further information regarding this withholding, see "DISTRIBUTIONS TO
UNITHOLDERS." In the event the Trustee has not been previously provided such
number, one must be provided at the time redemption is requested.

Any amounts paid on redemption representing income shall be withdrawn from
the Income Account of a Trust to the extent that funds are available for such
purpose, or from the Capital Account. All other amounts paid on redemption
shall be withdrawn from the Capital Account.

The Trustee is empowered to sell Securities of a Trust in order to make
funds available for redemption. To the extent that Securities are sold, the
size and diversity of the Trust will be reduced.

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<PAGE>

Such sales may be required at a time when Securities would not otherwise be
sold and might result in lower prices than might otherwise be realized. If
Securities of a Trust are sold to pay redemptions and there are excess
proceeds after meeting redemption requests, the Sponsor, or its designee, may,
but is not obligated to, instruct the Trustee to reinvest such excess proceeds
in any Securities included in the related stock index.

The Redemption Price per Unit during the secondary market will be determined
on the basis of the Unit Value of a Trust. After the period ending with the
earlier of six months after the initial offering period or the end of the
initial offering period, the Redemption Price will not include estimated
organization costs. See "Fees and Expenses" in Part A of the Prospectus. See
"UNIT VALUE AND EVALUATION" for a more detailed discussion of the factors
included in determining Unit Value. The Redemption Price per Unit will be
assessed the amount, if any, of the remaining deferred sales charge at the
time of redemption.

The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed, other than for
customary weekend and holiday closings, or during which the Securities and
Exchange Commission determines that trading on the New York Stock Exchange is
restricted or any emergency exists, as a result of which disposal or
evaluation of the Securities is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order permit. Under
certain extreme circumstances, the Sponsor may apply to the Securities and
Exchange Commission for an order permitting a full or partial suspension of
the right of Unitholders to redeem their Units. The Trustee is not liable to
any person in any way for any loss or damage which may result from any such
suspension or postponement.

Purchase of Units by the Sponsor

The Trustee will notify the Sponsor of any tender of Units for redemption.
If the Sponsor's bid in the secondary market at that time equals or exceeds
the Redemption Price it may purchase such Units by notifying the Trustee
before the close of business on the second succeeding business day and by
making payment therefor to the Unitholder not later than the day on which
payment would otherwise have been made by the Trustee. (See "REDEMPTION.") The
Sponsor's current practice is to bid at the Redemption Price in the secondary
market. Units held by the Sponsor may be tendered to the Trustee for
redemption as any other Units.

Information about the Trustee

The Trustee is The Chase Manhattan Bank. Its address is 4 New York Plaza,
New York, NY 10004-2413. The Trustee is subject to supervision and examination
by the Federal Deposit Insurance Corporation, the Board of Governors of the
Federal Reserve System and either the Comptroller of the Currency or state
banking authorities.

Limitations on Liabilities of Sponsor and Trustee

The Sponsor and the Trustee shall be under no liability to Unitholders for
taking any action or for refraining from any action in good faith pursuant to
the Indenture, or for errors in judgment, but shall be liable only for their
own negligence, lack of good faith or willful misconduct. The Trustee shall
not be liable for depreciation or loss incurred by reason of the sale by the
Trustee of any of the Securities. In the event of the failure of the Sponsor
to act under the Indenture, the Trustee may act thereunder and shall not be
liable for any action taken by it in good faith under the Indenture.

The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or upon the interest thereon or
upon it as Trustee under the Indenture or upon or in respect of any Trust
which the Trustee may be required to pay under any present or future law of
the United States of America or of any other taxing authority having
jurisdiction. In addition, the Indenture contains other customary provisions
limiting the liability of the Trustee.

23
<PAGE>

Successor Trustees and Sponsors

The Trustee or any successor trustee may resign by executing an instrument
of resignation in writing and filing same with the Sponsor and mailing a copy
of a notice of resignation to all Unitholders then of record. Upon receiving
such notice, the Sponsor is required to promptly appoint a successor trustee.
If the Trustee becomes incapable of acting or is adjudged a bankrupt or
insolvent, or a receiver or other public officer shall take charge of its
property or affairs, the Sponsor may remove the Trustee and appoint a
successor by written instrument. The resignation or removal of a trustee and
the appointment of a successor trustee shall become effective only when the
successor trustee accepts its appointment as such. Any successor trustee shall
be a corporation authorized to exercise corporate trust powers, having
capital, surplus and undivided profits of not less than $5,000,000. Any
corporation into which a trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a trustee shall be a party, shall be the successor trustee.

If upon resignation of a trustee no successor has been appointed and has
accepted the appointment within 30 days after notification, the retiring
trustee may apply to a court of competent jurisdiction for the appointment of
a successor.

If the Sponsor fails to undertake any of its duties under the Indenture, and
no express provision is made for action by the Trustee in such event, the
Trustee may, in addition to its other powers under the Indenture (1) appoint a
successor sponsor or (2) terminate the Indenture and liquidate the Trusts.

Information about the Sponsor

Since our founding in 1898, Nuveen has been synonymous with investments that
withstand the test of time. Today, we offer a broad range of investments
designed for mature investors whose portfolio is the principal source of their
ongoing financial security. More than 1.3 million investors have entrusted
Nuveen to help them maintain the lifestyle they currently enjoy.

A value investing approach--purchasing securities of strong companies and
communities that represent good long-term value--is the cornerstone of
Nuveen's investment philosophy. It is a careful, long-term strategy that
offers the potential for attractive returns with moderated risk. Successful
value investing begins with in-depth research and a discerning eye for
marketplace opportunity. Nuveen's team of investment professionals is backed
by the discipline, resources and expertise of a century of investment
experience, including one of the most recognized research departments in the
industry.

To meet the unique circumstances and financial planning needs of mature
investors, Nuveen offers a wide array of taxable and tax-free investment
products--including equity and fixed-income mutual funds, unit trusts,
exchange-traded funds, customized asset management services and cash
management products.

Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("St. Paul"). St. Paul
is located in St. Paul, Minnesota and is principally engaged in providing
property-liability insurance through subsidiaries. Nuveen is a member of the
National Association of Securities Dealers, Inc. and the Securities Industry
Association and has its principal offices located in Chicago (333 West Wacker
Drive). Nuveen maintains eight regional offices.

To help advisers and investors better understand and more efficiently use an
investment in the Trusts to reach their investment goals, the Sponsor may
advertise and create specific investment programs and systems. For example,
such activities may include presenting information on how to use an investment
in the Trust, alone or in combination with an investment in other mutual funds
or unit investment trusts sponsored by Nuveen, to accumulate assets for future
education needs or periodic payments such as insurance premiums. The Sponsor
may produce software or additional sales literature to promote the advantages
of using the Trusts to meet these and other specific investor needs.

In advertising and sales literature, the Sponsor may compare the performance
of a given investment strategy or a Trust with that of, or reflect the
performance of: (1) the Consumer Price Index; (2) equity mutual funds or
mutual fund indices as reported by various independent services which monitor
the

24
<PAGE>

performance of mutual funds, or other industry or financial publications such
as Barron's, Changing Times, Forbes and Money Magazine; and/or (3) the S&P 500
Index or other unmanaged indices and investment strategies. Advertisements
involving these indices, investments or strategies may reflect performance over
different periods of time by means of aggregate, average, year-by-year, or
other types of total return and performance figures. Any given performance
quotation or performance comparison should not be considered as representative
of the performance of the Trusts for any future period. Such advertising may
also reflect the standard deviation of the index, investment or strategy
returns for any period. This calculation of standard deviation is sometimes
referred to as the "Sharpe measure" of return.

Information about the Evaluator

The Trustee will serve as Evaluator of the Trusts. The Sponsor intends to
replace the Trustee as Evaluator during the life of the Trusts.

The Evaluator may resign or may be removed by the Sponsor or the Trustee, in
which event the Sponsor and the Trustee are to use their best efforts to
appoint a satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor Evaluator. If
upon resignation of the Evaluator no successor has accepted appointment within
30 days after notice of resignation, the Evaluator may apply to a court of
competent jurisdiction for the appointment of a successor.

The Trustee, Sponsor and Unitholders may rely on any evaluation furnished by
the Evaluator and shall have no responsibility for the accuracy thereof.
Determinations by the Evaluator under the Indenture shall be made in good faith
upon the basis of the best information available to it, provided, however, that
the Evaluator shall be under no liability to the Trustee, Sponsor or
Unitholders for errors in judgment. This provision shall not protect the
Evaluator in any case of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.

Other Information

Amendment of Indenture

The Indenture may be amended by the Trustee and the Sponsor without the
consent of any of the Unitholders (1) to cure any ambiguity or to correct or
supplement any provision thereof which may be
defective or inconsistent, (2) to make such amendments as may be necessary for
the Trust to continue to qualify as a regulated investment company for federal
income tax purposes, or (3) to make such other provisions as shall not
adversely affect the Unitholder. Certain other amendments to the Indenture
require the approval of either the consent of 66 2/3% or 100% of Unitholders.
However, the Indenture cannot be amended to (a) alter the rights to the
Unitholders as against each other, (b) provide the Trustee with the power to
engage in business or investment activities other than as specifically provided
in the Indenture or (c) adversely affect the characterization of the Trust as a
regulated investment company for federal income tax purposes. The Trustee shall
advise the Unitholders of any amendment requiring the consent of Unitholders,
or upon request of the Sponsor, promptly after execution thereof.

Termination of Indenture

A Trust may be liquidated at any time by an instrument executed by the
Sponsor and consented to by 66 2/3% of the Units of the Trust then outstanding.
A Trust may also be liquidated by the Trustee when the value of such Trust, as
shown by any evaluation, is less than 20% of the total value of the Securities
deposited in the Trust as of the conclusion of the primary offering period and
may be liquidated by the Trustee in the event that Units not yet sold
aggregating more than 60% of the Units originally created are tendered for
redemption by the Sponsor. The Indenture also provides that if at any time the
stock index to which the Trust relates is no longer compiled, maintained or
made available, the Sponsor may (a) direct that the Trust continue to be
operated utilizing the components of the related stock index, as they existed
on the last day on which the stock index's components were available to the
Trust; or (b) direct the Trustee to liquidate the Trust in such a manner as the
Sponsor shall direct. The sale of Securities from the Trust upon termination
may result in realization of a lesser amount than might

25
<PAGE>

otherwise be realized if such sale were not required at such time. For this
reason, among others, the amount realized by a Unitholder upon termination may
be less than the amount of Securities originally represented by the Units held
by such Unitholder. The Indenture will terminate upon the redemption, sale or
other disposition of the last Security held thereunder, but in no event shall
it continue beyond the Mandatory Termination Date set forth under "General
Information--Termination" in Part A of this Prospectus.

Commencing on the Mandatory Termination Date, Securities will begin to be
sold in connection with the termination of the Trust. The Sponsor will
determine the manner, timing and execution of the sale of the Securities.
Written notice of the termination of a Trust specifying the time or times at
which Unitholders may surrender their certificates for cancellation shall be
given by the Trustee to each Unitholder at his address appearing on the
registration books of such Trust maintained by the Trustee. Unitholders will
receive a cash distribution from the sale of the remaining Securities within a
reasonable time after the Trust is terminated. Regardless of the distribution
involved, the Trustee will deduct from the funds of a Trust any accrued costs,
expenses, advances or indemnities provided by the Indenture, including
estimated compensation of the Trustee and costs of liquidation and any amounts
required as a reserve to provide for payment of any applicable taxes or other
governmental charges. Trustee will then distribute to each Unitholder his pro
rata share of the balance of the Income and Capital Accounts.

Legal Opinion

The legality of the Units offered hereby has been passed upon by Chapman and
Cutler, 111 West Monroe Street, Chicago, Illinois 60603. Carter, Ledyard &
Milburn, 2 Wall Street, New York, New York 10005, has acted as counsel for the
Trustee with respect to the Series.

Auditors

The "Statement of Condition" and "Schedule of Investments" at the Initial
Date of Deposit included in Part A of this Prospectus have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report in Part A of this Prospectus, and are included herein in reliance upon
the authority of said firm as experts in giving said report.

Supplemental Information

Upon written or telephonic request to the Trustee, investors will receive at
no cost to the investor supplemental information about this Trust, which has
been filed with the Securities and Exchange Commission and is intended to
supplement information contained in Part A and Part B of this Prospectus. This
supplement includes additional general information about the Sponsor and the
Trusts. The information supplement is incorporated by reference into the
Prospectus.

26
<PAGE>

Defined NUVEEN INDEX PORTFOLIO
Portfolios PROSPECTUS -- PART B

August , 1999

Sponsor John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286
Telephone: 312-917-7700

Trustee The Chase Manhattan Bank
4 New York Plaza
New York, NY 10004-2413
Telephone: 800-257-8787

Legal Counsel to Sponsor Chapman and Cutler
111 West Monroe Street
Chicago, IL 60603

Independent Arthur Andersen LLP
Public Accountants 33 West Monroe Street
for the Trusts Chicago, IL 60603

This Prospectus does not contain complete information about the Unit Trust
filed with the Securities and Exchange Commission in Washington, DC under the
Securities Act of 1933 and the Investment Company Act of 1940.

To obtain copies at proscribed rates--
Write: Public Reference Section of the Commission, 450 Fifth Street NW,
Washington, DC 20549-6009
Call: (800) SEC-0330
Visit: http://www.sec.gov

No person is authorized to give any information or representation about the
Trusts not contained in Parts A or B of this Prospectus or the Information Sup-
plement, and you should not rely on any other information.

When Units of this Trust are no longer available or for investors who will
reinvest into subsequent series of the Trusts, this Prospectus may be used as a
preliminary Prospectus for a future series. If this is the case, investors
should note the following:

1. Information in this Prospectus is not complete and may be changed;

2. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective; and

3. This prospectus is not an offer to sell the securities of a future
series and is not soliciting an offer to buy such securities in any state
where the offer or sale is not permitted.

<PAGE>

NUVEEN UNIT TRUSTS
NUVEEN - DOW JONES GLOBAL TITANS AND DOW JONES INTERNET INDEX/SM/
PORTFOLIO PROSPECTUS

August __, 1999
NUVEEN UNIT TRUSTS INFORMATION SUPPLEMENT

NUVEEN UNIT TRUSTS, SERIES 61

The Information Supplement provides additional information concerning the
structure and operations of a Nuveen Unit Trust not found in the prospectuses
for the Trusts. This Information Supplement is not a prospectus and does not
include all of the information that a prospective investor should consider
before investing in a Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which an investor is
considering investing ("Prospectus"). Copies of the Prospectus can be obtained
by calling or writing the Trustee at The Chase Manhattan Bank, 4 New York Plaza,
New York, NY 10004-2413 (800-257-8787). This Information Supplement has been
created to supplement information contained in the Prospectus.

This Information Supplement is dated August __, 1999. Capitalized terms have
been defined in the Prospectus.
<PAGE>

TABLE OF CONTENTS

Accumulation Plan

Information About the Sponsor

Risk Factors
<PAGE>

ACCUMULATION PLAN

The Sponsor, John Nuveen & Co. Incorporated, is also the principal
underwriter of the Accumulation Funds listed in the following table. Each of
these funds is an open-end, diversified management investment company into which
Unitholders may choose to reinvest Trust distributions automatically, without
any sales charge. Unitholders may reinvest both interest and capital
distributions or capital distributions only. Each Accumulation Fund has
investment objectives which differ in certain respects from those of the Trusts
and may invest in securities which would not be eligible for deposit in the
Trusts. The investment adviser to each Accumulation Fund is a wholly-owned
subsidiary of the Sponsor. Unitholders should contact their financial adviser or
the Sponsor to determine which of the Accumulation Funds they may reinvest into,
as reinvestment in certain of the Accumulation Funds may be restricted to
residents of a particular state or states. Unitholders may obtain a prospectus
for each Accumulation Fund through their financial adviser or through the
Sponsor at (800) 321-7227. For a more detailed description, Unitholders should
read the prospectus of the Accumulation Fund in which they are interested.

The following is a complete list of the Accumulation Funds currently
available, as of the Date of Deposit of this Prospectus, to Unitholders under
the Accumulation Plan. The list of available Accumulation Funds is subject to
change without the consent of any of the Unitholders.

Accumulation Funds

Mutual Funds

Nuveen Flagship Municipal Trust

Nuveen Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
Nuveen Flagship All-American Municipal Bond Fund
Nuveen Flagship Limited Term Municipal Bond Fund
Nuveen Flagship Intermediate Municipal Bond Fund

Nuveen Flagship Multistate Trust I

Nuveen Flagship Arizona Municipal Bond Fund
Nuveen Flagship Colorado Municipal Bond Fund
Nuveen Flagship Florida Municipal Bond Fund
Nuveen Flagship Florida Intermediate Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen Flagship New Mexico Municipal Bond Fund

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<PAGE>

Nuveen Flagship Pennsylvania Municipal Bond Fund
Nuveen Flagship Virginia Municipal Bond Fund

Nuveen Flagship Multistate Trust II

Nuveen California Municipal Bond Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Flagship Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond Fund
Nuveen Flagship New Jersey Municipal Bond Fund
Nuveen Flagship New Jersey Intermediate Municipal Bond Fund
Nuveen Flagship New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund

Nuveen Flagship Multistate Trust III

Nuveen Flagship Alabama Municipal Bond Fund
Nuveen Flagship Georgia Municipal Bond Fund
Nuveen Flagship Louisiana Municipal Bond Fund
Nuveen Flagship North Carolina Municipal Bond Fund
Nuveen Flagship South Carolina Municipal Bond Fund
Nuveen Flagship Tennessee Municipal Bond Fund

Nuveen Flagship Multistate Trust IV

Nuveen Flagship Kansas Municipal Bond Fund
Nuveen Flagship Kentucky Municipal Bond Fund
Nuveen Flagship Kentucky Limited Term Municipal Bond Fund
Nuveen Flagship Michigan Municipal Bond Fund
Nuveen Flagship Missouri Municipal Bond Fund
Nuveen Flagship Ohio Municipal Bond Fund
Nuveen Flagship Wisconsin Municipal Bond Fund

Flagship Utility Income Fund

Nuveen Investment Trust

Nuveen Growth and Income Stock Fund
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen European Value Fund

Nuveen Investment Trust II

Nuveen Rittenhouse Growth Fund

Nuveen Investment Trust III

Nuveen Income Fund

Money Market Funds

Nuveen California Tax-Free Money Market Fund
Nuveen Massachusetts Tax-Free Money Market Fund

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<PAGE>

Nuveen New York Tax-Free Money Market Fund
Nuveen Tax-Free Reserves, Inc.
Nuveen Tax-Exempt Money Market Fund, Inc.

Each person who purchases Units of a Trust may become a participant in the
Accumulation Plan and elect to have his or her distributions on Units of the
Trust invested directly in shares of one of the Accumulation Funds. Reinvesting
Unitholders may elect any interest distribution plan. Thereafter, each
distribution of interest income or principal on the participant's Units
(principal only in the case of a Unitholder who has chosen to reinvest only
principal distributions) will, on the applicable distribution date, or the next
day on which the New York Stock Exchange is nominally open ("Business Day") if
the distribution date is not a business day, automatically be received by the
transfer agent for each of the Accumulation Funds, on behalf of such participant
and applied on that date to purchase shares (or fractions thereof) of the
Accumulation Fund chosen at net asset value as computed as of 4:00 p.m. eastern
time on each such date. All distributions will be reinvested in the Accumulation
Fund chosen and no part thereof will be retained in a separate account. These
purchases will be made without a sales charge.

The Transfer Agent of the Accumulation Fund will mail to each participant
in the Accumulation Plan a quarterly statement containing a record of all
transactions involving purchases of Accumulation Fund shares (or fractions
thereof) with Trust dividend distributions or as a result of reinvestment of
Accumulation Fund dividends. Any distribution of capital used to purchase shares
of an Accumulation Fund will be separately confirmed by the Transfer Agent.
Unitholders will also receive distribution statements from the Trustee detailing
the amounts transferred to their Accumulation Fund accounts.

Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being
reinvested, to change from capital only reinvestment to reinvestment of both
capital and dividends or vice versa, or to terminate their participation in the
Accumulation Plan altogether and receive future distributions on their Units in
cash. There will be no charge or other penalty for such change of election or
termination. The character of Trust distributions for income tax purposes will
remain unchanged even if they are reinvested in an Accumulation Fund.

INFORMATION ABOUT THE SPONSOR

Since our founding in 1898, Nuveen has been synonymous with investments
that withstand the test of time. Today, we offer a broad range of investments
designed for mature investors whose portfolio is the principal source of their
ongoing financial security. More than 1.3 million investors have entrusted
Nuveen to help them maintain the lifestyle they currently enjoy.

-5-
<PAGE>

research and a discerning eye for marketplace opportunity. Nuveen's team of
investment professionals is backed by the discipline, resources and expertise of
a century of investment experience, including one of the most recognized
research departments in the industry.

To meet the unique circumstances and financial planning needs of mature
investors, Nuveen offers a wide array of taxable and tax-free investment
products--including equity and fixed-income mutual funds, unit trusts, exchange-
traded funds, customized asset management services and cash management products.

The Sponsor is also principal underwriter of the registered open-end
investment companies set forth herein under "Accumulation Plan" as well as for
the Golden Rainbow A James Advised Mutual Fund, and acted as co-managing
underwriter of Nuveen Municipal Value Fund, Inc., Nuveen California Municipal
Value Fund, Inc., Nuveen New York Municipal Value Fund, Inc., Nuveen Municipal
Income Fund, Inc., Nuveen Premium Income Municipal Fund, Inc., Nuveen
Performance Plus Municipal Fund, Inc., Nuveen California Performance Plus
Municipal Fund, Inc., Nuveen New York Performance Plus Municipal Fund, Inc.,
Nuveen Municipal Advantage Fund, Inc., Nuveen Municipal Market Opportunity Fund,
Inc. Nuveen California Municipal Market Opportunity Fund, Inc., Nuveen
Investment Quality Municipal Fund, Inc., Nuveen California Investment Quality
Municipal Fund, Inc., Nuveen New York Investment Quality Municipal Fund, Inc.,
Nuveen Insured Quality Municipal Fund, Inc., Nuveen Florida Investment Quality
Municipal Fund, Nuveen Pennsylvania Investment Quality Municipal Fund, Nuveen
New Jersey Investment Quality Municipal Fund, Inc., and the Nuveen Select
Quality Municipal Fund, Inc., Nuveen California Select Quality Municipal Fund,
Inc., Nuveen New York Select Quality Municipal Fund, Inc., Nuveen Quality Income
Municipal Fund, Inc., Nuveen Insured Municipal Opportunity Fund, Inc., Nuveen
Florida Quality Income Municipal Fund, Nuveen Michigan Quality Income Municipal
Fund, Inc., Nuveen Ohio Quality Income Municipal Fund, Inc., Nuveen Texas
Quality Income Municipal Fund, Nuveen California Quality Income Municipal Fund,
Inc., Nuveen New York Quality Income Municipal Fund, Inc., Nuveen Premier
Municipal Income Fund, Inc., Nuveen Premier Insured Municipal Income Fund, Inc.,
Nuveen Select Tax-Free Income Portfolio, Nuveen Select Tax-Free Income Portfolio
2, Nuveen Insured California Select Tax-Free Income Portfolio, Nuveen Insured
New York Select Tax-Free Income Portfolio, Nuveen Premium Income Municipal Fund
2, Inc., Nuveen Select Tax-Free Income Portfolio 3, Nuveen Select Maturities
Municipal Fund, Nuveen Insured California Premium Income Municipal Fund, Inc.,
Nuveen Arizona Premium Income Municipal Fund, Inc., Nuveen Insured Florida
Premium Income Municipal Fund, Nuveen Michigan Premium Income Municipal Fund,
Inc., Nuveen New Jersey Premium Income Municipal Fund, Inc., Nuveen Insured New
York Premium Income Municipal Fund, Inc., Nuveen Premium Income Municipal Fund
4, Inc., Nuveen Pennsylvania Premium Income Municipal Fund 2, Nuveen Maryland
Premium Income Municipal Fund, Nuveen Virginia Premium Income Municipal Fund,
Nuveen Massachusetts Premium Income Municipal Fund, Nuveen Insured California
Premium Income Municipal Fund 2, Inc., Nuveen Washington Premium Income
Municipal Fund, Nuveen Georgia Premium Income Municipal Fund, Nuveen Missouri
Premium Income Municipal Fund, Nuveen Connecticut Premium Income Municipal Fund,
Nuveen North Carolina Premium Income Municipal Fund, Nuveen California Premium
Income Municipal Fund, Nuveen

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<PAGE>

Insured Premium Income Municipal Fund 2, all registered closed-end management
investment companies. These registered open-end and closed-end investment
companies currently have approximately $50 billion in securities under
management. Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("St. Paul"). St. Paul
is located in St. Paul, Minnesota and is principally engaged in providing
property-liability insurance through subsidiaries. Nuveen is a member of the
National Association of Securities Dealers, Inc. and the Securities Industry
Association and has its principal office located in Chicago (333 West Wacker
Drive). Nuveen maintains 8 regional offices.

To help advisers and investors better understand and more efficiently use
an investment in the Trust to reach their investment goals, the Trust's sponsor,
John Nuveen & Co. Incorporated, may advertise and create specific investment
programs and systems. For example, such activities may include presenting
information on how to use an investment in the Trust, alone or in combination
with an investment in other mutual funds or unit investment trusts sponsored by
Nuveen, to accumulate assets for future education needs or periodic payments
such as insurance premiums. The Trust's sponsor may produce software or
additional sales literature to promote the advantages of using the Trust to meet
these and other specific investor needs.

The Sponsor offers a program of advertising support to registered broker-
dealer firms, banks and bank affiliates ("Firms") that sell Trust Units or
shares of Nuveen Open-End Mutual Funds (excluding money-market funds) ("Funds").
Under this program, the Sponsor will pay or reimburse the Firm for up to one
half of specified media costs incurred in the placement of advertisements which
jointly feature the Firm and the Nuveen Funds and Trusts. Reimbursements to the
Firm will be based on the number of the Firm's registered representatives who
have sold Fund Shares and/or Trust Units during the prior calendar year
according to an established schedule. Reimbursements under this program will be
made by the Sponsor and not by the Funds or Trusts.

RISK FACTORS

An investment in Units should be made with an understanding of the risks
which an investment in common stocks entails, including the risk that the
financial condition of the issuers of the Securities or the general conditions
of the common stock market may worsen and the value of the Securities and
therefore the value of the Units may decline. Common stocks are especially
susceptible to general stock market movements and to volatile increases and
decreases of value as market confidence in and perceptions of the issuers
change. These perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Shareholders of common stocks
have rights to receive payments from the issuers of those common stocks that are
generally subordinate to those of creditors of, or holders of debt obligations
or preferred stocks of, such issuers. Shareholders of common stocks of the type
held by the Trust(s) have a right to receive dividends only when and if, and in
the amounts, declared by the issuer's board of directors and have a right to
participate in amounts available for distribution by the issuer only after all
other claims on the issuer have been paid or provided for. Common stocks do not
represent an obligation of the issuer and, therefore, do not offer any assurance
of income or provide the same degree of protection of capital as do debt
securities. The issuance of additional debt securities or preferred stock will
create prior claims for payment of principal, interest and dividends which could
adversely affect the ability and inclination of the issuer to declare or pay
dividends on its common stock or the rights of holders of common stock with
respect to assets of the issuer upon liquidation or bankruptcy. The value of
common stocks is subject to market fluctuations for as long as the common stocks
remain outstanding, and thus the value of the Securities in a Trust may be
expected to fluctuate over the life of a Trust to values higher or lower than
those prevailing on the Initial Date of Deposit.

Holders of common stock incur more risk than holders of preferred stocks
and debt obligations because common stockholders, as owners of the entity, have
generally inferior rights to receive payments from the issuer in comparison with
the rights of creditors of, or holders of debt obligations or preferred stocks
issued by, the issuer. Cumulative preferred stock dividends must be paid before
common stock dividends and any cumulative preferred stock dividend omitted is
added to future dividends payable to the holders of cumulative preferred stock.
Preferred stockholders are also generally entitled to rights on liquidation
which are senior to those of common stockholders.

Unitholders will be unable to dispose of any of the Securities in a Trust
and will not be able to vote the Securities. As the holder of the Securities,
the Trustee will have the right to vote all of the voting stocks in a Trust and
will vote such stocks in accordance with the instructions of the Sponsor.

Whether or not the Securities are listed on a securities exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the Securities
may depend on whether dealers will make a market in the Securities. There can be
no assurance that a market will be made for any of the Securities, that any
market for the Securities will be maintained or of the liquidity of the
Securities in any markets made. In addition, the Trust may be restricted under
the Investment Company Act of 1940 from selling Securities to the Sponsor. The
price at which the Securities may be sold to meet redemptions and the value of a
Trust will be adversely affected if trading markets for the Securities are
limited or absent. There can be no assurance that a Trust or successive trusts
that employ the same or a similar investment strategy will achieve their
investment objectives.

Year 2000 Problem. Like other investment companies, financial and business
organizations and individuals around the world a Trust could be adversely
affected if the computer systems used by the Sponsor or Trustee or other service
providers to such Trust do not properly process and calculate date-related
information and data from and after January 1, 2000. This is commonly known as
the "Year 2000 Problem." The Sponsor and Trustee are taking steps that they
believe are reasonably designed to address the Year 2000 Problem with respect to
computer systems that they use and to obtain reasonable assurances that
comparable steps are being taken by a Trust's other service providers. At this
time, however, there can be no assurance that these steps will be sufficient to
avoid any adverse impact to a Trust.

Legislation. At any time after the Initial Date of Deposit, legislation may
be enacted, with respect to the Securities in a Trust or the issuers of the
Securities. Changing approaches to regulation, particularly with respect to the
environment or with respect to the petroleum or tobacco industry, may have a
negative impact on certain companies represented in a Trust. There can be no
assurance that future legislation, regulation or deregulation will not have a
material adverse effect on a Trust or will not impair the ability of the issuers
of the Securities to achieve their business goals.

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<PAGE>

Contents of Registration Statement

A. Bonding Arrangements of Depositor:

The Depositor has obtained the following Stockbrokers Blanket Bonds
for its officers, directors and employees:

Insurer/Policy No. Amount

Reliance Insurance Company
B 262 6895 $26,000,000

B. This Registration Statement comprises the following papers and
documents:

The facing sheet

The Prospectus

The signatures

Consents of Counsel

The following exhibits:

1.1(a) Copy of Standard Terms and Conditions of Trust for Nuveen Unit Trust,
Series 4 and certain subsequent series, effective May 29, 1997 between
John Nuveen & Co. Incorporated, Depositor and The Chase Manhattan Bank,
Trustee and Evaluator (incorporated by reference to Amendment No. 1 to
Form S-6 (File No. 333-25225) filed on behalf of Nuveen Unit Trusts,
Series 4).

1.1(b) Trust Indenture and Agreement (to be supplied by amendment).

1.2* Copy of Certificate of Incorporation, as amended, of John Nuveen & Co,
Incorporated, Depositor.

1.3** Copy of amendment of Certificate of Incorporation changing name of
Depositor to John Nuveen & Co. Incorporated.

2.1 Copy of Certificate of Ownership (Included in Exhibit 1.1(a), and
incorporated herein by reference).

3.1 Opinion of counsel as to legality of securities being registered (to be
supplied by amendment).

- --------------------
/*/ Incorporated by reference to Form N-8B-2 (File No. 811-1547) filed on
behalf of Nuveen Tax-Free Unit Trust, Series 16.

/**/ Incorporated by reference to Form N-8B-2 (File No. 811-2198) on behalf
of Nuveen Tax-Free Unit Trust, Series 37.

S-1
<PAGE>

3.2 Opinion of counsel as to Federal income tax status of securities being
registered (to be supplied by amendment).

3.3 Opinion of counsel as to New York income tax status of securities being
registered (to be supplied by amendment).

3.4 Opinion of counsel as to advancement of funds by Trustees (to be supplied
by amendment).

4.2 Consent of The Chase Manhattan Bank (to be supplied by amendment).

4.4 Consent of Arthur Andersen LLP (to be supplied by amendment).

6.1 List of Directors and Officers of Depositor and other related information
(incorporated by reference to Exhibit E to Form N-8B-2 (File No. 811-
08103) filed on March 20, 1997 on behalf of Nuveen Unit Trusts, Series 1
and subsequent Series).

C. Explanatory Note

This Registration Statement may contain multiple separate prospectuses.
Each propectus will relate to an individual unit investment trust and will
consist of a Part A, a Part B and an Information Supplement.

D. Undertakings

(1) The Information Supplement to the Trust will not include third party
financial information.

S-2
<PAGE>

Signatures
----------

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Unit Trusts, Series 61 has duly caused this Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized in the City of
Chicago and State of Illinois on the 30th day of July, 1999.

NUVEEN UNIT TRUSTS, SERIES 61
(Registrant)

By JOHN NUVEEN & CO. INCORPORATED
(Depositor)

By /s/ Thomas C. Muntz
-------------------------------
Vice President

Attest /s/ Karen L. Healy
---------------------------
Assistant Secretary

S-3
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:

Signature Title* Date
--------- ------ ----
<S> <C> <C>
Timothy R. Schwertfeger Chairman, Board of Directors )
Chief Executive Officer )
and Director )
)
) /s/ Larry W. Martin
John P. Amboian Chief Financial Officer and ) ------------------
Executive Vice President ) Larry W. Martin
) Attorney-in-Fact**
Margaret E. Wilson Vice President and )
Controller ) July 30, 1999
)
</TABLE>
- ----------

* The titles of the persons named herein represent their capacity in and
relationship to John Nuveen & Co. Incorporated, the Depositor.

**The powers of attorney for Messrs. Amboian and Schwertfeger were filed as
Exhibit 6 to Form N-8B-2 (File No. 811-08103) and for Ms. Wilson as Exhibit 6.2
to Nuveen Unit Trusts, Series 12 (File No. 333-49197).

S-4

<PAGE>

Consent of Independent Public Accountants

The consent of Arthur Andersen LLP to the use of its report and to the reference
to such firm in the Prospectus included in this Registration Statement will be
filed as Exhibit 4.4 to the Registration Statement.

Consent of Chapman and Cutler

The consent of Chapman and Cutler to the use of its name in the Prospectus
included in the Registration Statement will be contained in its opinions to be
filed as Exhibits 3.1 and 3.2 to the Registration Statement.

Consent of The Chase Manhattan Bank

The consent of The Chase Manhattan Bank to the use of its name in the Prospectus
included in the Registration Statement will be filed as Exhibit 4.2 to the
Registration Statement.

Consent of Carter, Ledyard & Milburn

The consent of Carter, Ledyard & Milburn to the use of its name in the
Prospectus included in the Registration Statement will be filed as Exhibit 3.3
to the Registration Statement.

S-5